1. In these terms and conditions:
1.1. ‘The Agency” (‘us’, ‘we’, ‘our’) means Lee & Nightingale Advertising Limited.
1.2. “The Advertiser” means the person/organisation advertising the product/service or making an announcement/public notice;
1.3. “The Media” means the media/publication which is published by the Publisher, in or which the Advertisement/Notice is to be published or inserted or has been published or inserted.
1.4. “The Buyer” (‘You’ or ‘Your’) means the client or representative of, including (solicitor or accountant) placing the order with Us for the insertion of the Advertisement/Notice either on behalf of a third party or for your own advertising.
1.5. “Procedures and Timings” means the procedures and timings required in effect for the time being and may include if appropriate among other matters, our administration, copy, typography, creative, artwork, account handling rates, technical specifications, copy and cancellation deadlines and setting styles and standard conditions.
1.6. “The Advertisement” means the matter to be published or separated inserted within the published media.
1.7. “The Order” means an order placed by you with us, whether in writing, by telephone or electronic medium and accepted by us for the insertion of or a series of insertions of a particular Advertisement or Notice in the media whether or not a cost, size, specification, insertion pattern and content has been agreed at the time of placing the order.
2 You warrant that:
2.1. In relation to an Advertisement or Notice you contract with us as a principal in law not withstanding that you may be acting directly or indirectly for an Advertiser as part of your fulfilment of your duties or in some other representative capacity.
2.2. When you place an Advertisement with us, you are authorised by the Advertiser to place the Advertisement with us and you will indemnify us against any claim made by the Advertiser against us arising from its publication or its non-publication.
2.3. Any information supplied in connection with the Advertisement will not breach any contract or infringe or violate any copyright or trademark or any other personal or proprietary right of any person or render us liable to any proceedings whatsoever.
2.4. In respect of any Advertisement material 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 a living person is or can be identified, you or the Advertiser has obtained the authority of such a living person to make use of such name, representation and/or copy.
2.5. 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 Union) for the time being in force or applicable in the United Kingdom including without limitation those relating to trade descriptions and discrimination; and
2.6. All advertising copy submitted through us to the Publisher is legal, decent, honest, correct and truthful and complies with British Code of Advertising Practice and other relevant legislation that may apply to that advertisement or notice.
3. We may, without derogation from the warranties contained in Condition 2, refuse or require amendment of copy for or relating to an advertisement for any reasonable reason, details of which will be given to the Buyer or so as:
3.1. To comply with the legal or moral obligations placed on us or which we believe to be placed on us or you or the advertiser; or
3.2. To avoid infringing a third party’s rights, the British Code of Advertising Practice and all other codes; or
3.3. To comply with the production and quality specification stipulated or referred to in the Procedures and Timings or as separately notified either verbally or in writing by us.
4. We will not be liable for any loss of instruction, copy or other materials.
5. We shall have the right to change our scale of charges and rates at any time.
6. Except in respect of death or personal injury caused by the Agency’s negligence, in no circumstances shall we be liable in contract, tort or otherwise for any loss of business, profit, contracts, licence or any special indirect or consequential damage or any harm whatsoever arising in relation to the Advertisement or the order for it.
7. We will use reasonable efforts with your wishes regarding date of insertion, position, details of the Advertisement. However
7.1. We have the absolute right at our discretion to decline to forward the published or omit, suspend or change the details of an advertisement and
7.2. We do not warrant the date of insertion, position, the wording or the quality of any aspect of the reproduction of the Advertisement; and
8. In the case of an order for advertising space we will agree with you the specification in relation to size, latest time for receiving copy, and the acceptable method of delivering such to us that is different to that stipulated within our Procedures and Timings. If the space is booked and copy not received by the deadline and/or the specification agreed and/or is amended or omitted in accordance with condition 3 you will be required to pay in full for the space booked.
9. No claim will be considered for a non appearance of an advertisement irrespective of how such occurred.
10. We will use reasonable efforts to comply with your instruction to cancel an order, or amend details of the order. However, we will only be bound by a stop order, cancellation or amendment to the order if it meets the requirements specified in the Procedures and Timings or as separately notified in writing. With regards to any such instruction,
10.1. Where an instruction is received outside those requirements (even though we follow those instructions), you will remain liable to pay for the Advertisement and
10.2. We will always provide a stop number and you must quote this in any subsequent query; and
10.3. We may treat as a cancellation the fact that you are unable to pay your debts within the meaning of the Insolvency Act 1986 or are otherwise in breach of these conditions.
11. Payment for the advertisement including any associated charges shown on the invoice is due in advance of publication except where we have agreed to allow credit to you.
12. We may impose restrictions on the level of credit allowed and/or require guarantees or other collateral security either generally or as a condition of acceptance of a specific order.
13. Where credit is agreed.
13.1. Payment must have been made within 30 days.
13.2. Full details of each remittance are to be supplied to us by the due time; and
13.3. Payment means the receipt by us at our principal place of business, No 1 Thursby Road, Bromborough, Wirral CH62 3PW of a cheque made payable to Lee & Nightingale Advertising Limited or at our bank by means of BACS payment or other electronically transferred arrangement.
14. In the event that payment is not received within the credit period and after due process of communication:
14.1. We reserve the right to place your account on stop.
14.2. In accordance with Newspaper Society and Newspaper Publisher Association terms, when payment has not been made to us a surcharge of 3% will be applied to the gross amount of all invoices outstanding of that time and;
14.3. When the payment has not been made to us by one further month (sixty days from date of insertion) a further surcharge of 2% will be added, making the rate of surcharge 5%. At this point in accordance with our insurance arrangements notification of this non-payment will be made to all publishing houses and professional or trade organisations that you may be a member.
15. We will always ask you for your order reference when you place an order with us and if you provide one at this time we will endeavour to quote it on our invoice. However, if you do not provide an order reference at the time of placing the order, the absence of an order reference will not affect your liability for payment by the due time for the advertisement.
16. It is your responsibility to check the correctness of each advertisement. Withough prejudice to condition 2.2 we assume no responsibility for any action that may occur as a result of the advertisements publication in an incorrect form.
17. If you notify us of a matter of complaint, claim or query (whether in relation to the Advertisement Fulfilment of the Order, voucher copies or the invoice) within 7 days of receiving the invoice for an insertion of an Advertisement we will use our reasonable efforts to agree a resolution during the credit period. Should you fail to notify us as specified you will not be able to rely on the absence of a resolution or voucher copy to delay payment of the full invoice value beyond the credit period. However, this does not restrict your right to pursue your query, claim or complaint following payment.
18. Where you have an unresolved query on a particular order this does not affect your liability for payment as the due time of our charges in respect of other orders.
19. Without prejudice to our entitlement to be paid for the Advertisement as published, a sum representing a reasonable proportion of the order value, our liability is limited to a maximum, at our option of giving a credit for our charge for the Advertisement. Or (in an appropriate instance) of publishing the advertisement for a second time without charge.
20. Where you believe that the cost shown on the invoice does not represent that which may have been agreed at the time of placing the order you may withhold payment only of the disputed element of the charge beyond the due time if you have notified us of the alleged discrepancy as described under condition 17.
21. You will indemnify us and agree to keep us indemnified against all claims, costs, proceedings, demands, losses, damages, expenses, or liability whatsoever arising directly or reasonably foreseeable as a result of any breach or non-performance of any of the representations, warranties or other terms contained in these conditions, or implied by law.
22. These terms and conditions together with such additional conditions as may be set out in our Procedures and Timings will apply to each order placed by you and accepted by us for publication. In the event of any variations or inconsistency between these terms and conditions and the conditions set out in our Procedures and Timings these terms and conditions will prevail.
23. The placing of an order shall amount to acceptance of these terms and conditions and any conditions stipulated in an order for or elsewhere by you shall be void insofar as they are inconsistent with these conditions.
24. No waiver or indulgence by us shall be effective save in relation to the matter in which it was specifically given.
25. The contract, which incorporates these conditions, shall be construed and governed by the law of England and the parties submit to the exclusive Jurisdiction of the English courts.
Revised and updated for immediate use from December 2007.