Terms & Conditions of Advertising

UPGRADE PUBSLISHING- Terms and Conditions of Advertising

PRELIMINARY NOTES
(a)    We consider these Terms and Conditions of Sale (‘Terms’) to set out the whole agreement between the Advertiser and the Publisher for the supply of the Services. These Terms only apply to contracts entered into with our Consumers via the telephone.
(b)    No provision in these Terms effect the Advertiser’s statutory rights

1.    DEFINITIONS
1.1    ‘Advertisement’ means an advertisement published, reproduced or inserted in or on any Journal, E-Mail Campaign or Digital Format pursuant to an Advertisement Order;
1.2    ‘The Advertiser’ means you and/or your agent
1.3    ‘Confirmation Email’ has the meaning in clause 2.2
1.4    ‘The Contract’ means the contract between the Publisher and the Customer to perform the services to which these terms and conditions apply.
1.5    ‘Copy Date’ means the date as set out in the Confirmation Email
1.6    ‘Proof’ means samples of the copy and layout of the Advertisement before it is published by the Publisher
1.7    ‘The Publisher’ means Upgrade Publishing Limited, company incorporated and registered in England and Wales with company number 10613696 whose     registered office is at Studio 1, 305a Goldhawk Road, London, W12 8EU.
1.8    ‘The Services’ means the publication of an Advertisement as set out in the Confirmation Email or Contract
1.9    ‘Working Days’ means all days other than Saturdays, Sundays and public holidays

2.    FORMATION OF THE CONTRACT
2.1    The Contract is formed and becomes binding when the    Advertisers order has been accepted by the Publisher.
2.2    After placing an order over the phone, you will receive an e-mail from us acknowledging that we have received your order. Please note that this means that your order has been accepted. (‘the Confirmation Email’). The Contract will only be formed when we send you the Confirmation Email.
2.3    The Contract will relate only to those Services contained in the Confirmation Email. We will not be obliged to supply any other Service which may have been part of your order which has been confirmed in a separate Confirmation Email.
2.4    The Advertiser must check that the Confirmation Email and any errors must be informed to us immediately in writing. This will not however affect the formation of the Contract.

3.    TERMS OF THE CONTRACT
3.1    Any samples, drawings, descriptions or advertising the Publisher issues and any descriptions or illustrations contained in any catalogues or brochures are issued or published solely to provide the Advertiser with an approximate idea of the Services the Publisher provides. They do not form part of the Contract.
3.2    All Advertisements are accepted subject to space being available and subject to the copy being acceptable to the Publisher. The Publisher reserves the right to suspend, omit, cancel or change any Advertisement or series of Advertisement at any time. Should this be due to the act or default of the Advertiser or his agents or servants, then the space reserved for the Advertisement shall be paid in full, notwithstanding that the Advertisement has not been published.
3.3    Unless stated otherwise in the Confirmation Email, the Publisher reserves the right not to start the performance of the Services during the 7 day period starting from the day after the Confirmation Email was sent to the Advertiser.
3.4    It is the responsibility of the Advertiser to supply copy to the Publisher by the relevant Copy Date. If a copy is so not received the Advertisement may be omitted or, if earlier copy is available, the earlier copy may be repeated at the Publisher’s discretion. In any event the space reserved for the Advertisement shall be paid for in full. Corrections to the copy may not be incorporated unless proofs are returned by the Copy Date.
3.5    `While every care is taken to avoid errors, the Publisher cannot accept liability for any errors or omissions however caused by the Advertiser
3.7    The rates quoted are subject to suitable copy or artwork being supplied. If additional production work is required the right is reserved to make an appropriate charge. Proofs will only be supplied if requested in writing by the Advertiser and if a copy is received at least five weeks prior to the copy date.
3.8    All copies, artwork, film, etc, which is held at the Advertiser’s own risk and should be appropriately insured. The Publisher reserves the right to destroy all such copies, artwork, film, etc which has been in its custody for six months from the date of its last appearance
3.9    The Publisher retains the copyright in all Advertisements created or amended by it and the said Advertisement may not be reproduced in part or in full without the written permission of the Publisher. All copies, artwork and films, etc with regard to the above remain the property of the Publisher.
3.10    The Advertiser warrants that the Advertisement does not does not contravene any laws in the jurisdiction in which the Advertisement will appear, it is not defamatory, a contempt of Court or in any other way illegal or an infringement of any other parties’ rights or an infringement to the British Code of Adverting Practice . The Advertiser will hold the Publisher harmless in respect of any claim made against the Publisher arising from any Advertisement.
3.11    Subject to clause 4, copy and cancellation dates, rates and discounts are as published from time to time and copies of these are available on request. These form part of these conditions of acceptance. Advertisement rates are subject to revision at any time, by the giving of two weeks notice of such revision by the Publisher. In the event of a rate increase subsequent to the placing of an order, the Advertiser will have the option either to cancel such order (or unfulfilled portions of such order), without penalty or to accept fulfilment at the revised rate.
3.12    All other accounts are due and payable within 28 days of the date of the invoice. In the event that anyone or more invoices is overdue then the whole account of the Advertiser is deemed to be overdue (including invoices which are less than 28 days old) and all discounts from the published rates are forfeited by the Advertiser. Interest will be charged by the Publisher on overdue accounts at the rate payable on judgments debts in the High Court.
3.13    Discounts will only apply to Advertisements as agreed with the Publisher, appearing within a twelve months’ period from the date of the first insertions. Any Advertiser who cancels part of the series will lose the discount which would otherwise have applied to the Advertisements which have been or are to be published.

4.    CANCELLATION
4.1    Subject to clause 4.2, the Advertiser may cancel a Contract at any time within seven working days, beginning on the day after the contract is formed.
4.2    Clause 4.1 shall not apply and the cancellation rights will end as soon as the Publisher starts carrying out the contract if the Advertiser has agreed to the service starting before the end of the cancellation period in clause 4.1. Service will be deemed to have started four weeks prior to the Copy Date for colour Advertisements it two weeks prior to Copy Date for black and white Advertisements.
4.3    To cancel a Contract, you must give us notice in accordance with clause 7

5.    OUR REFUNDS POLICY
5.1    If the Advertiser cancels the Contract within the seven-day period (see clause 4.1) or the Publisher is unable to perform the service within 30 days from the Confirmation Email or the deadline agreed with the client (if greater than 30 days), the Publisher will provide a full refund of the price paid for the Services. The refund will be processed as soon as possible and, in any case, within 30 days from the notice of cancellation.

6.    WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications should be in writing. The Publisher will contact the Advertiser mainly by e-mail. For contractual purposes, the Advertiser agrees to this electronic means of communication and acknowledges that all contracts, notices, information and other communications that the Publisher provides electronically comply with any legal requirement that such communications be in writing.

7.    NOTICES
Notices must be given to the Publisher by post or by email to: kathrynkelly@upgradepublishing.com. The Publisher may give notice to the Advertiser at either the e-mail or postal address he/she provides to us when placing an order. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

8.    RESOLVING PROBLEMS
Any complaints should be forwarded in writing to the Publisher not later than one month after the date of publication of the Advertisement.

9.    TRANSFER OF RIGHTS AND OBLIGATIONS
9.1    The Contract is binding between the Publisher and on the Adviser and on their respective successors and assigns.
9.2    The Advertiser may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
9.3    The Publisher may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of its rights or obligations arising under it, at any time during the term of the Contract.

10.    EVENTS OUTSIDE THE PUBLISHER’S CONTROL
10.1    The Publisher will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by events outside the Publisher’s reasonable control (‘Force Majeure Event’).
10.2    A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a)   Pandemics and epidemics.
(b)   Strikes, lock-outs or other industrial action.
(c)   Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
(d)   Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
(e)   Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
(f)   Impossibility of the use of public or private telecommunications networks.
(g)   The acts, decrees, legislation, regulations or restrictions of any government.
10.3    The Publisher’s performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and the Publisher will have an extension of time for performance for the duration of that period. The Publisher will use its reasonable endeavour to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

11.    WAIVER
11.1    If the Publisher fails, at any time during the term of a
Contract, to insist upon strict performance of any of the Advertiser’s obligations under the Contract or any of these terms and conditions, or if the Publisher fails to exercise any of the rights or remedies to which it is entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve the Advertiser from compliance with such obligations.
11.2    A waiver by the Publisher of any default shall not constitute a waiver of any subsequent default.
11.3    No waiver by the Publisher of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to the Advertiser in writing in accordance with clause 7 above.

Upgrade Publishing Ltd
Registered Office:   Studio 1, 305a Goldhawk Road, London, UK, W12 8EU
Company Registration No: 10613696          VAT Registration No:   264710900