Terms and Conditions
As at 13th September 2015
1.1 Services – refers to designs and advertising produced or any other services provided by the Company for the Client in its local community magazine ‘Knaresborough Now’;
1.2 Company – refers to Knaresborough Now LLP;
1.3 Client – the person, firm or company who purchases any Services from the Company;
1.4 Material – refers to, but is not limited to drawings, descriptive matter, artwork, designs, photographs, software and all other material created by the Company for Services provided to any Client;
1.5 Contract – refers to any contract between the Company and the Client for the sale and/or purchase of Services.
1.6 Issue – refers to the magazine Issue of Knaresborough Now that is being worked on at any given point of time.
1.7 Submission Deadline – refers to the cut-off date at which artwork must be supplied for any given Issue.
1.8 Knaresborough Now – refers to the local community magazine owned by the Company.
2.1 Contracts can be accepted in the following formats :
a. In writing using the official Booking Form provided by the Company and signed by the Client. An emailed copy from the Clients’ specified email account will be accepted as an electronic signature.
b. In writing via email or written note provided by the Client. In these circumstances, the Company will email the Client to confirm the booking.
c. Verbally by the Client either directly or by telephone. In these circumstances, the Company will email the Client to confirm the booking.
2.2 Any additional documentation or specifications provided will not form any part of the Contract.
2.3 These conditions apply to all the Company’s Services. Any variation to these conditions will only apply if expressly agreed in writing and signed by the Company.
2.4 The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
2.5 The Client acknowledges that he has full responsibility to act for and on behalf of the business for which he is representing.
2.6 Each official Booking Form signed by a Client, electronic instruction sent by the Client or verbal instruction given by the Client and confirmed in writing by the Company will form a Contract between the Client and the Company for the Services as requested.
2.7 Any quotation given does not form the basis of a Contract with the Company. Any quotation is valid for a period of 30 days only from its date provided that the Company has not previously withdrawn it in writing.
2.8 The Client MUST reside within the distribution area of Knaresborough Now in order to advertise within the printed pages with the following exceptions :
2.8.1 Where the Client resides in Yorkshire and offers a unique product, service or experience that does not compete with a similar product, service or experience in the distribution area.
2.8.2 Where the Client resides in Yorkshire and offers a product, service or experience that is not currently advertised in Knaresborough Now. In such cases, the Client will be allowed to advertise for upto 6 months at a time. Should a similar Client within the distribution area decide to advertise also during that same period, this will ‘lock out’ the competing Yorkshire Client from renewing their Contract for as long as the Local Client remains an advertiser within Knaresborough Now.
2.9 The Client MUST reside within the Yorkshire area in order to advertise on the Knaresborough Now website.
2.10 The Client MUST reside within the Yorkshire area in order to be listed in the Knaresborough Now online business directory.
The Client appoints the Company to carry out the agreed Services and the Company agrees to provide the said Services to the Client as laid out in the Booking Form in accordance with these conditions.
4.1 The Client will provide the Company with clear definitions and briefings and ensure that all the facts given about the business for the required Services are accurate.
4.2 For the avoidance of doubt, the Client will help the Company to do this by making available to the Company all relevant information and co-operating with the Company.
4.3 The Submission Deadline for supply of artwork from the Client to the Company is the 14th of the month for the Issue currently being worked on, eg – the February Issue will have a Submission Deadline of the 14th January.
4.4 It is the responsibility of the Client to ensure that :-
4.4.1 The Client has ownership of the intellectual rights on all artwork supplied for Service use and that the artwork is supplied to the Company before the Submission Deadline;
4.4.2 The artwork provided is of a suitable nature and appropriate for general viewing without the need for age censorship;
4.4.3 The artwork complies with the size specifications provided and/or as laid out on our website at www.knaresboroughnow.co.uk for the selected Service – artwork that needs to be modified by the Company may incur a design fee;
4.4.4 The artwork must be provided to the Company by the Submission Deadline.
4.4.5 The artwork supplied is ready for direct publication – no further proofing will be carried out with the Client on artwork provided by the Client.
4.4.6 Material, including but not limited to artwork, supplied by the Company for use of Service by the Client remains the intellectual property of the Company and cannot be reproduced by the Client or any third party without written permission of the Company. Any unauthorised reproduction of such Material will incur a license fee charge of £250.
4.5 Failure to comply with section 4.4 may result in the Service being withdrawn, postponed or forfeit and cancelled without prior notice at the discretion of the Company. In such cases, the Client accepts all responsibility and fully indemnifies the Company for any and all loss, financial or otherwise, caused by :-
4.5.1 Loss of Service (which will remain chargeable);
4.5.2 Loss due to inaccurate information contained within the Service;
4.5.3 Legal actions against the Client as a result of the Service provided by the Company.
4.6 Where the Issue for which the Services are required is not specified in the Contract, then the Service will be provided in the first available Issue from the date :-
4.6.1 The Contract was signed by the Client for written contracts;
4.6.2 The Contract was submitted electronically by the Client for emailed contracts;
4.6.3 The Contract was confirmed by email by the Company to the Client for verbal contracts.
5.1 The Client may request the Company to amend the Services by providing notice in writing of minor changes with effect in the current Issue prior to publication submission. Any minor changes given after the submission date will take effect from the next available Issue.
5.2 All major changes and/or redesign of Services will take effect from the next available Issue. This may be changed to the current Issue solely at the discretion of the Company.
5.3 In the event of any such cancellation or amendment the Client will reimburse the Company for any charges or expenses incurred by the Company to which the Company is committed (for whatever reason). The Client shall also pay the Company’s remuneration covering the cancelled or amended Services as well as any charges imposed on the Company by third parties arising from the cancellation or amendment.
6.1 The Client may request the Company to cancel the Services by providing 1 months’ notice in writing at any time.
6.2 The Issue from which the cancellation will take effect will be notified to the Client in writing within 7 days of receipt of such notice of cancellation. This date will be calculated based upon the Submission Deadline and the date of notice given by the Client, eg – notice given from 12th December 2015 upto or on the 11th January 2016 will make the February 2012 Issue the final Issue for Service provision by the Company, however, notice given on the 12th January 2016 will make the March 2012 Issue the final Issue for Service provision by the Company.
6.3 It is the responsibility of the Client to ensure that they have the cancellation confirmation from the Company in writing. If no written confirmation is received by the Client from the Company then the cancellation has not been received or processed and the Service is still active and chargeable.
6.4 The written confirmation will contain details regarding any cancellation fee incurred. Cancellation fees are calculated as based on two components :-
6.4.1 NOTICE GIVEN PRIOR TO SUBMISSION DEADLINE
1 month or more
No additional fee
Less than 1 month
50% of the agreed monthly Service fee
One week or less
100% of the agreed monthly Service fee
After Submission Deadline
100% of the agreed monthly Service fee
plus any additional charges incurred as a result of the cancellation
6.4.2 DISCOUNT GIVEN
50% + of the agreed Contract term has been completed
No additional fee
25% – 49% of the agreed Contract term has been completed
Discount given will be recalculated based upon the number of months of the Contract completed. The difference between the recalculation and the original invoice will be applied across the Contract term completed.
1% – 25% of the agreed Contract term has been completed
0% of the agreed Contract term has been completed
A flat fee equal to that of the full monthly Service fee will be applied
7.1 Unless otherwise agreed by the Company in writing, the price for the Services shall be the price as set out in the official Booking Form.
7.2 Subject to condition 6.6, payment of the price for the Services is due in pounds sterling within 30 days from the date of the invoice submitted to the Client.
7.3 Invoices left unpaid for 30 days from the original invoice date will be not be liable to any discount pricing originally agreed. Discounted pricing is purely for customers who either pay in full within the 30 days for the entire contract or for customers who setup a regular standing order or direct debit payments.
7.4 Invoices left unpaid for 60 days from the original invoice date will be subject to a late payment charge in the form of an administration fee of £40.
7.5 Invoices left unpaid for a further 30 days from the updated invoice date will also be subject to interest charges on their original invoice based on a rate of 8% pa as stated in Late Payment of Commercial Debts (Interest) Act 1998. This will be notified to the advertiser in writing in the form of a ‘Notice Before Action’ and will include a full schedule of debt incurred incorporating all advertising services, administration charges and interest costs along with all the details of the court action. Failure to pay in full within 14 days will result in immediate legal action being taken without further notification. Once the court forms have been filed, any fees incurred will become the responsibility of the Client even if the account is paid in full prior to any actual court appearance being set.
7.6 No payment shall be deemed to have been received until the Company has received cleared funds.
7.7 All payments due to the Company under the Contract shall become due immediately on its termination despite any other provision.
7.8 The Client shall make all payments due under the Contract in full without any deduction or amendment.
8.1 VAT will not be charged at this time as the Company is not VAT registered.
8.2 As such time as this may change, notification in writing will be given to the Client by the Company with a minimum of 1 months notice.
9.1 It is the responsibility of the Client to ensure that all artwork or any other data supplied to the Company for use in carrying out the agreed Services is either (a) the sole property of the Client, or (b) the Client has permission to reproduce through means of publication;
9.2 The Company is not liable for any issues, legal or otherwise, which may arise from Services provided by the Company to the Client with regards to copyright, intellectual property rights or any similar issues. This will remain the sole responsibility of the Client at all times.
9.3 All copyright and other intellectual property rights will remain with the Company in relation to all designs created by the Company for use with Services appointed by the Client.
9.4 If the Client wishes to reproduce any designs created by the Company then permission must be sought in writing.
The Client will indemnify and hold the Company, its officers, employees and agents harmless from and against all liabilities, costs, damages, claims or expenses which the Company incurs or suffers as a result of any unauthorised use of the Company Materials by the Client.
11.1 This condition sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
(a) any breach of these conditions;
(b) any representation, statement or tortuous act including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Company.
11.4 Subject to condition 11.2 and condition 11.3:
(a) the Company shall not be liable for:
(i) loss of profits;
(ii) loss of goods;
(iii) depletion of goodwill and/or similar losses;
(iv) loss of anticipated savings;
(v) loss of business;
(vi) loss of contract;
(vii) loss of use;
(viii) loss of corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for such Services.
12.1 The Client may terminate these conditions by service of notice in accordance with conditions in section 6.
12.2 Either party may terminate these conditions forthwith by notice in writing to the other if the other party:
(a) is in material breach of any of the terms of these conditions and, in the case of a breach capable of remedy, fails to remedy such breach within 30 days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or
(b) (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or
(c) (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies; or
(d) becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
(e) has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
(f) ceases, or threatens to cease, to carry on business.
12.3 The parties’ rights, duties and responsibilities shall continue in full force during the agreed period of notice and whether or not there is a period of notice, the Client shall pay all sums due in respect of work done and expenditure committed by the Company.
The following clauses shall survive the end of the Term:
Clause 8 Copyright and other intellectual property rights
Clause 8 Ownership and custody of Company Materials
Clause 9 Indemnity
Clause 10 Limitation of liability
Clause 19 Notices
Clause 20 Applicable law
The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to these conditions shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it.
Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
If any provision of these conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of these conditions which shall remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
Neither party shall assign, transfer, charge or deal in any other manner with these conditions or any of its rights under it without the prior written consent of the other party, such consent not to be unreasonably conditioned, withheld or delayed.
A person who is not a party to these conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term or condition of these conditions.
19.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
19.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract), as expressly provided in the Contract.
19.3 Nothing in this condition shall limit or exclude any liability for fraud.
Any notice, invoice or other communication which either party is required by these conditions to serve on the other party shall be sufficiently served if sent to the other party at its address:
(a) by hand;
(b) by registered or first class post or recorded delivery; or
(c) by facsimile transmission confirmed by registered or first class post or recorded delivery. Notices sent by registered post or recorded delivery shall be deemed to be served 3 working days following the day of posting. Notices sent by facsimile transmission shall be deemed to be served on the day of transmission if transmitted before 4.00 p.m. on a working day, but otherwise on the next following working day. In all other cases, notices are deemed to be served on the day when they are actually received.
21.1 These conditions shall be governed by and construed in accordance with the law of England and Wales.
21.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales over any claim or matter arising under or in connection with these conditions or the legal relationships established by these conditions.