Terms & Conditions
1. Definitions & Interpretation
1.1 In these terms and conditions:
“Advertisement” means material for Online Publication
“Advertisement Confirmation” means Office Essential Limited written confirmation of the Buyer’s order;
“The Advertiser” means Office Essential Limited who promotes products or services to the Buyer
“The Buyer” means the person placing the order with Office Essential Limited for the publication of the Advertisement/online or other
“Online Publication” means any website operated or controlled by Office Essential Limited or other electronic medium (including, but not limited to, e-mail communications and alerts), whether connected with or related to the title of a Print Publication or otherwise;
“Working Days” means 9am to 4pm any day Monday to Thursday and Friday 9am -2pm inclusive other than Christmas Day, Good Friday, bank and other public holidays.
1.2 Where the context so admits, words importing the one gender shall include all other genders and words importing the singular shall include the plural and vice versa. A reference to a statute, statutory provision or other legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment.
2. Application of these Terms and Conditions
2.1 All Advertisements accepted for publication by Office Essential Limited are accepted subject to these terms and conditions 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). Any variation to these terms and conditions and any representations about the Advertisement shall have no effect unless expressly agreed in writing and signed by an authorised representative of Office Essential Limited. The Booking Form shall form part of these terms and conditions.
2.2 Unless circumstances specifically dictate otherwise in connection with the publication of an Advertisement in an Online Publication, no order placed by the Buyer shall be deemed accepted by Office Essential Limited until the Advertisement Confirmation is issued.
2.3 Notwithstanding any other provision of these terms and conditions, nothing herein shall require Office Essential Limited 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, the Gambling Act 2005 and the Consumer Protection from Unfair Trading Regulations 2008.
3. The Buyer’s Obligations
The Buyer hereby warrants, represents and undertakes to Office Essential Limited that:
a) in relation to any and all Advertisements the Buyer contracts with Office Essential Limited as principal notwithstanding that the Buyer may be acting directly or indirectly for the Advertiser or in any other representative capacity;
b) should the Buyer change its name, trading style, identity, address, or should any other details disclosed by the Buyer to Office Essential Limited of the change, the Buyer must give written notice to Office Essential Limited within 3 Working Days of such change(s);
c) the publication of the Advertisement by Office Essential Limited (either in the Print Publication or the Online Publication or both, as the case may be) in the form originally submitted by the Buyer (or as amended pursuant to Condition 4 below) will not breach any contract with a third party or infringe any copyright, trade mark or other proprietary right of any third party or otherwise be unlawful or render Office Essential Limited liable to any proceedings, claims, demands, costs or expenses or any other loss whatsoever;
d) 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;
e) in relation to any financial promotion (as defined under the Financial Services and Markets Act 2000), the Advertiser is, or its content have 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 Act;
f) the Advertisement complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Economic Community) and applicable laws for the time being in force or applicable to the United Kingdom;
g) All advertising copy submitted to Office Essential Limited 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;
h) all instructions, artwork or other material submitted to Office Essential Limited by electronic means 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, and shall not be corrupted;
i) Any information supplied in connection with the Advertisement is accurate, complete and true;
j) where the Buyer is the Advertiser’s agent, the Buyer is authorised by the Advertiser to place the Advertisement with Office Essential Limited and the Buyer will indemnify Office Essential Limited against any claim made by the Advertiser against Office Essential Limited arising from publication of the same; and
l) The Buyer has retained sufficient quantity and quality of any artwork, film or other materials and copy relating to the Advertisement as Office Essential Limited shall not be liable for the loss of or damage to any of these items submitted to Office Essential Limited
4. Advertisements: Copy, Alterations, Accuracy, Publication, etc
4.1 Notwithstanding Condition 3 above Office Essential Limited 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:
a) Complying with any legal or moral obligations placed on Office Essential Limited or the Buyer or the Advertiser; or
b) avoiding the infringement of (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
c) Meeting to Office Essential Limited reasonable satisfaction.
4.2 Office Essential Limited reserves the right at its discretion and without notice to the Buyer:
a) To decline to publish, or omit, alter, suspend or change the position of any Advertisement otherwise accepted for insertion, or publication. However, Office Essential Limited will endeavour to comply with the reasonable and practicable wishes of the Buyer although Office Essential Limited does not warrant the date of publication or insertion, the wording, or the quality of the reproduction of the Advertisement; and
b) to destroy all artwork, film, copy or other materials submitted by the Buyer and which have been in Office Essential Limited possession for more than six (6) months from the date of their last use by Office Essential Limited 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 Office Essential Limited in connection with the publication of the Advertisement remains vested in Office Essential Limited.
4.4 Advertisements: Online Publications
4.4.0 Online Publications run for period of 12months.
4.4.1 The Buyer shall submit copy for the Advertisement at least 48 hours prior to the intended go-live date. If the Buyer submits its copy late then Office Essential Limited 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 Office Essential Limited in writing at least 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. Office Essential Limited may remove any Advertisement which contains content or links to a website which, in Office Essential Limited discretion, is (or is likely to be) defamatory or objectionable or otherwise likely to bring Office Essential Limited into disrepute. The Buyer will indemnify Office Essential Limited from and against any claims or liability suffered or incurred by Office Essential Limited arising in any connection from links contained in an Advertisement.
4.4.4 If Office Essential Limited receives complaints about the content of an Advertisement it may, at its discretion, remove the Advertisement from display without reference or liability to the Buyer or Advertiser.
4.4.6 The provisions set out in this condition 4.4 apply in addition (save where the context expressly permits) and without prejudice to all other provisions set out in these terms and conditions.
5. Advertisements: Responsibility and Liability
5.1 The Buyer shall indemnify and keep indemnified Office Essential Limited against all proceedings, claims, demands, damages, costs, expenses or any other loss whatsoever arising directly or reasonably foreseeable as a result of (1) the publication of the Advertisement or (2) any breach of the Buyer’s obligations under these terms and conditions or implied by law.
5.2 With regard to the actual or intended insertion of an Advertisement in any Print or Online Publication Office Essential Limited shall not be responsible to the Buyer or liable for:
a) Checking the correctness of the Advertisement in the form it is received from the Buyer;
b) Any error in the Advertisement in the form it is received from the Buyer;
c) The wording, representation, placement or quality of colour or mono reproduction of the Advertisement;
d) The actual positioning or prominence of the Advertisement in the Print and/or Online Publication (as the case may be);
e) The repetition of any error in an Advertisement ordered for more than one insertion;
f) The distribution of the Print or Online Publication in a specific geographical area;
g) The failure, corruption or malfunction of any system of electronic publication, whether by means of electronic storage, display or retrieval equipment or otherwise;
h) 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 Office Essential Limited in writing, in the case of an Advertisement to be published in a Print Publication, at least 2 Working Days before the Copy Deadline and, in the case of an Advertisement to be published in an Online Publication, at least 48 hours prior to the intended go-live date;
i) Any loss whatsoever caused by delay or failure by Office Essential Limited to issue the Print or Online Publication on the due date (or such other date of release, display or publication, as the case may be), or Office Essential Limited decision to suspend the Print and/or Online publication or cease the Print or Online Publication altogether;
j) the payment of any damages or other compensation for breach of contract because of Office Essential Limited failure to perform any of its obligations under these terms and conditions if such failure is caused by anything beyond Office Essential Limited 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 Office Essential Limited employees or those of any third party;
k) Any loss whatsoever caused as a consequence of any instructions, artwork or any other material relating to the Advertisement online or other being submitted by the Buyer in electronic form that is in breach of the warranty at Condition
l) Any matter of complaint, claim or query (whether in relation to the Advertisement, in which case Condition 5.3 shall apply, or Office Essential Limited invoice related thereto) unless raised with Office Essential Limited in writing within 3 Working Days following the publication of the Advertisement or at 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
m) Any failure of the Advertisement to meet or generate any target response levels or page impressions.
5.3 Subject to Condition 5.2, if an Advertisement contains an error caused by Office Essential Limited and this detracts materially from the Advertisement then provided the Buyer gives written notice to Office Essential Limited of the error in the Advertisement (as the case may be):
a) Within 3 Working Days of its publication or display in the case of a single order; or
b) Before either the subsequent go live date (as the case may be) in the case of a series order
Office Essential Limited will at its discretion either:
c) Give the Buyer credit for the cost of the Advertisement containing the error; or
d) Publish the Advertisement for a second time without charge to the Buyer
And to that extent such credit or re-publication (as the case may be) shall be Office Essential Limited maximum liability to the Buyer. Such matter dealt with under this Condition 5.3 shall not affect the liability of the Buyer for payment by the due date of Office Essential Limited charges for the Advertisement and all other Advertisements.
5.4 Except to the extent specified in Condition 5.3, Office Essential Limited 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 Online 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 Office Essential Limited to the Buyer for any act or omission of Office Essential Limited its employees or agents relating to any Advertisement shall not exceed the amount of the full refund of any price paid to Office Essential Limited for the Advertisement or the cost of a reasonably comparable further or corrective Advertisement. Without limiting the foregoing, Office Essential Limited shall not be liable for any (i) loss of profits, goodwill or business or (ii) indirect or consequential loss.
6. Payment Terms
6.1 Payment for any Advertisement online or other shall be paid in full to Office Essential Limited upon the instruction of the Buyer All payments will include Valued Added Tax
Office Essential Limited shall be entitled to terminate its contract with the Buyer immediately if the Buyer fails to pay Office Essential Limited invoice in accordance with the Payment Schedule, or is in breach of any obligation under these terms and conditions
6.2 Office Essential Limited shall be entitled to:
a) charge interest on any outstanding balance owed to Office Essential Limited at the rate of 8.5% above the base rate of Barclays 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); Statutory Late Payment Compensation
b) charge an administration fee of £50.00 if any cheque drawn in its favour by the Buyer in purported satisfaction of any unpaid invoice is dishonoured on presentation; and
c) instruct a debt collection agency (apart from solicitors) to recover any sum due and in that case all charges incurred by Office Essential Limited as a result of such instruction shall be payable by the Buyer in any event upon demand.
d) A 5% charge to the Buyer for payment made by Credit Card
6.5 Office Essential Limited reserves the right at its discretion and without notice to the Buyer:
(a) 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
7. Cancellation & Termination
7.1 Office Essential Limited shall not be bound by any request from the Buyer to stop, cancel or suspend an Advertisement/online or other unless such request is in writing and confirmed in writing by Office Essential Limited
7.2 Without prejudice to Condition 7.1, the following costs remain due on cancellation, and the Buyer acknowledges that these charges represent a genuine pre-estimate of Office Essential Limited losses:
7.3 Cooling off Period. The Buyer will be given 24 hours cooling off period in which the Buyer is entitled to cancel any Advertisement/online or other without cost. The Buyer MUST submit in writing to Office Essential Limited. Failure by the Buyer to submit this in writing, the Buyer will be liable for the costs stated below.
Display advertising) Notice of cancellation MUST be received 3 working days before first online publication, 50% of total booking fee du
When the Buyer has paid sums for Advertisements in advance and is entitled to a refund, Office Essential Limited shall use its reasonable endeavours to pay such refund to the Buyer within 30 Working Days of receipt of the written notice of cancellation.
7.3.1 Should the Buyer, part way through wish to stop or cancel an Advertisement that is being displayed in an Online Publication for an agreed period of time in excess of 14 days then the Buyer must given written notice to Office Essential Limited of its request to stop or cancel the Advertisement and all charges connected with the display of the Advertisement shall, unless otherwise expressly agreed by Office Essential Limited in writing, be non-refundable.
7.4 Office Essential Limited shall be entitled (without prejudice to any other remedy available to it) to treat this contract as repudiated if the Buyer or the Advertiser;
(a) Being an individual dies or makes voluntary arrangement with his creditors or his estate becomes subject to an administration order or he becomes bankrupt;
(b) 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);
(c) Allows an encumbrancer to take possession of any of its property or assets; or
(d) is unable to pay its debts as they fall due or ceases or threatens to cease to carry on business
8.1 Governing Law. These terms and conditions (and Office Essential Limited contract with the Buyer) shall be governed by and construed according to English Law and the parties submit to the exclusive jurisdiction of the English courts.
8.2 Severance. If any provision of these terms and conditions is or becomes invalid, illegal or void, that shall not affect the validity and legality of the other provisions.
8.3 Waiver. No failure or delay by Office Essential Limited to exercise any right or remedy provided under these terms and conditions 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.
Third Parties. None of the provisions of these terms and conditions 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.
8.4 Referrals past to Buyer/Buyers by the Advertiser are not guaranteed customers and therefore the Advertiser does not accept any responsibility if the Buyer fails to make that referral a customer of the Buyer.
8.5 Notices served on the Advertiser shall be served at Office Essential Limited Office Number 1, Ground Floor, 12 English Walls, Oswestry, Shropshire, SY11 2PA.
8.6 Notices served on the Buyer shall be served on the Buyers address or at the address where the Buyer performs business.