IMAGE PUBLICATIONS LIMITED
Advertising Sales Terms and Conditions
2010
1. Definitions
“Advertiser” includes an agency lodging Copy on behalf of an advertiser and advertisers who lodge Copy directly with Image;
“Booking” means allocation of advertising space for publication of Copy in an Image publication, as identified in a Confirmation;
“Cancellation Date” means the cancellation date applicable to an Image publication as specified by Image from time to time;
“Confirmation” means written details of the Booking containing such information as is specified by Image from time to time;
“Copy” means advertising material and any promotional or other material provided to Image, including inserts, band-ons, business reply cards, tip-ons, samples and scents;
“Copy Policy” means copy lodgement and production requirements specified from time to time by Image;
“Image” means Image Publications Limited and any associated company for which Image accepts Bookings for the provision of Publishing Services;
“Publishing Services” means provision of advertising space in an Image publication; and
“Rate Card” means the Image rate card applicable at the date of publication of the relevant Copy.
“Publication Date” means the date the magazine goes on sale on the newstand.
2. Booking Process
2.1 Advertisers may place an order with Image or any of its associated companies from time to time for the provision of Publishing Services by Image. A Confirmation will be issued to the Advertiser with respect to each Booking.
2.2 An Advertiser may amend any Booking by advising Image [Advertising Sales Director] by telephone before 5pm on the second clear day following sending of a Confirmation to Advertiser. Unless amended the Confirmation will then become binding on the Advertiser.
2.3 Advertiser may cancel all or part of a Booking without penalty if written notice is given to Image’s [Advertising Sales Director] in writing before the Cancellation Date. Bookings accepted by Image after the Cancellation Date may not be cancelled by Advertiser.
2.4 If Advertiser cancels all or part of a Booking after the Cancellation Date, Image is entitled to payment for the Booking.
2.5 If Image fails to issue a Confirmation relating to any Booking but provides Publishing Services, these terms will bind the Advertiser as if a Confirmation had been issued.
3. Rates and Payment
3.1 The applicable rate for any Booking will be the rate specified in the Rate Card or as agreed by the sales reprensative at Image Publications ltd. as at the publication date specified in the Confirmation. The Advertiser must pay the applicable rate to Image at the time of presentation of Image’s invoice or on such later date as may be specified by Image.
3.2 Production costs will also be payable by the Advertiser at Image’s standard rates from time to time where production costs are incurred on behalf of the advertiser.
3.3 The Advertiser agrees to discharge in full all invoices issued by Image in respect of Publishing Services and production costs within 30 days from the date of invoice. Interest will be charged on overdue invoices at a rate equal to Bank of Ireland’s base rate plus 3% on a daily basis.
4. Conditions relating to Publishing Services
4.1 Image may, at its discretion, refuse to accept any Copy for publication and may at any time cancel or reschedule any Booking.
4.2 Image may, at its discretion, refuse Publishing Services to an Advertiser if the Advertiser is in breach of these conditions or any agreement between the Advertiser and Image.
4.3 Bookings may not be resold or sub-licensed by Advertiser or used other than for Copy referred to in the Confirmation.
4.4 Image make no warranties in relation to proximity of publication of Copy relative to publication of copy relating to competing products or services.
4.5 If Image is unable to perform an obligation under these conditions by reason of an event outside of Image’s reasonable control, performance of that obligation is suspended and Image shall not be liable in any manner in respect of such non-performance.
5. Copy Lodgement
5.1 The Advertiser must lodge Copy in accordance with Image’s [Copy Policy].
5.2 If Copy is not lodged as required by Image, Image is entitled to payment for the Booking and may at its election publish copy previously provided by Advertiser or cancel the Booking.
5.3 Image reserves the right to place the word "advertisement" above or below any Copy which in Image opinion resembles editorial content.
5.4 No responsibility will be taken by Image for any Copy left uncollected after three months from the date of publication.
6. Warranties
Advertiser warrants to Image that all Copy lodged with Image:
6.1 complies with all laws, statutes, regulations, codes of practice and any standards applicable to publication of Copy and determined by any relevant governmental or regulatory agency or industry self-regulatory body;
6.2 complies with any standard or requirement specified by Image and notified to the Advertiser from time to time;
6.3 does not infringe the copyright, trademark, intellectual property or other legal rights of any person or entity;
6.4 is not false or misleading and is true in substance and in fact; or
6.5 does not contain anything which may give rise to any cause of action by a third party against Image, including without limitation material which is defamatory or obscene or which otherwise causes injury or damage to any person or entity.
7. Indemnity
The Advertiser hereby indemnifies Image, its employees, agents and associated companies, and their employees and agents against any action, claim, loss or expense arising from publication of Copy or cancellation or failure to publish any Copy and all costs, losses and expenses suffered or incurred by Image, its employees, agents and associated companies, and their employees and agents as a result of any breach by the Advertiser of these conditions or any agreement between the Advertiser and Image.
8. Liability
8.1 Image shall not be liable and accepts no liability under these conditions or otherwise in law and, in addition, the Advertiser acknowledges that Image excludes liability under these conditions and in law for any indirect, special, economic or consequential loss or damage suffered or incurred by the Advertiser or loss of revenue, profits, goodwill, data or opportunities or loss of anticipated savings whether caused by negligence or otherwise and whether or not Image was aware or should have been aware of the possibility of such damage.
8.2 To the extent permitted by law, all other representations, conditions or warranties, whether based in statute, common law or otherwise, are excluded. The Liability of Image for any breach of a term or condition whether implied by law or otherwise is limited, at Image option, to the supply of any service again or the payment for the cost of having any service supplied again.
9. General
9.1 The Advertiser may not assign any rights or obligations under this agreement without the prior written consent of Image.
9.2 Invalidity of any provision of these terms and conditions shall not affect the validity of any other provision hereof and any invalid provision shall, to the extent possible, be modified to accomplish the same obligations in a valid way without affecting the surviving provisions.
9.3 No failure by Image to exercise any rights accruing to it by virtue of these terms and conditions or any other agreement entered into with the Advertiser shall operate as a waiver or prelude the exercise of any other right or privilege by Image.
9.4 Any notice required to be delivered under these terms and conditions shall be in writing and shall be delivered personally or sent by e-mail or pre-paid post.
9.5 There are no other terms applicable to the sale of Publishing Services by Image to the Advertiser other then those contained or referred to in these terms and conditions. No modification, amendment, waiver or other change of any provision of Image’s terms and conditions shall be binding on Image without Image’s prior written consent.
9.6 By placing a Booking with Image the Advertiser accepts in full these terms and conditions to the exclusion of any other terms and conditions, whether of the Advertiser or otherwise.
10. Law and Jurisdiction
These terms and conditions and any agreements between the Advertiser and Image are governed by the laws of Ireland and each party submits to the exclusive jurisdiction of the courts of Ireland.
CL42495.2