Nights Magazine: Terms and Conditions
Terms & Conditions: advertisement, paid editorial, insert and digital bookings
These are the non-Event Terms and Conditions of Nights Magazine. A company whose office is 76 Longview Road, Swansea, SA6 7HP.
In these Conditions the following definitions apply:
Booking: means the order from the Company placed by the Customer.
Bribery Laws: means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation or equivalent legislation in any other relevant jurisdiction.
Content: means all presentations, documentation and materials published or made available, including all IPR in such Content.
Contract: means the agreement between the Company and the Customer for the supply and purchase of the Booking incorporating these Terms & Conditions and the Booking.
Customer or You: means the person who purchases the Booking from the Company and whose details are set out in the Booking.
Data Protection Laws: means General Data Protection Regulation (GDPR) and Data Protection Act 2018
Force Majeure: means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, communicable diseases including, but not limited to, COVID-19 (previously known as “2019 novel coronavirus”), bird flu and swine flu, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Company or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
Intellectual Property Rights (IPR): means copyright, including moral rights, rights in inventions, rights in confidential information knowhow and trade secrets, service marks, trademarks and design rights, database rights, domain names, business names, patents and computer software.
Application of these Conditions
These Conditions apply to and form part of the Contract between the Company and the Customer. They supersede any previously issued terms and conditions of purchase.
No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, Booking, confirmation of Booking or other document shall form part of the Contract except to the extent that the Company agrees in writing.
No variation of these Conditions or to a Booking or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Company.
A. General Terms & Conditions
- Receipt of either a Booking form or VAT invoice by the Customer from the Company, is deemed to be a valid Booking that is subject to these terms and conditions.
- The Publisher (Melissa Compton) will not be liable for any loss or damage consequential or otherwise occasioned by error, late publication, or the failure of an advertisement to appear from any cause whatsoever.
- The Advertiser warrants that the advertisement does not contravene any Act of Parliament nor is it in any other way illegal or defamatory or an infringement of any other party’s rights or an infringement of the British Code of Advertising Practice.
- The Advertiser will indemnify The Publisher against any damage and/or loss and/or expense which the publisher may incur as a direct or indirect consequence of The Advertiser’s announcement.
B. Copy & Deadlines
- Copy must be supplied by The Advertiser by the publication deadline. In the event of copy instructions or finished artwork not being supplied by the due date, The Publisher reserves the right to repeat the copy/artwork last used, alternatively the right to publish only the name and address of The Advertiser. In either case, the total price of the order will remain unaltered.
- It is understood and agreed that copyright in designs and text prepared by The Publisher shall remain his property. Advertisements including such material may not be reproduced elsewhere without his consent.
- The Publisher cannot accept responsibility for changes in copy unless these are confirmed in writing and received by the deadline. The Publisher reserves the right to charge for any additional expenses involved in such changes.
- Copy matter must conform to The Publisher’s requirements. Any additional work required may be charged for.
C. Loss or Damage
- The Publisher is not responsible for any loss or damage howsoever arising due to the quality of reproduction of any photographs supplied.
- The Publisher cannot accept responsibility for any loss or damage to artwork, photographs or other material submitted by The Advertiser.
- Cancellation or reduction of any advertisement must be notified in writing to The Publisher 14 days before the publication deadline.
- Cancellation of an advertisement or insertion will incur the following fee:
- Up to 14 days prior to publication deadline no charge:
- Within 14 days of publication deadline 70% of total invoice.
D. Prepayments & Discounts
- Series bookings and sponsorships are usually at a discount rate based on prepayment prior to publication, the event, or the campaign. Such prepayments are non-refundable.
- All booking require pre-payment the invoice is to be paid prior to the publication deadline. Free Blog posts will be activated upon payment.
- For the purposes of this clause F the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
- Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
- all of that party’s personnel; and
- all others associated with that party;
- involved in performing the Contract so comply.
- Neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
- Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause F.
- The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause G.
- Subject to clause G.5, the Company’s total liability shall not exceed the total amount paid under the Booking.
- Subject to clause G.5, the Company shall not be liable for consequential, indirect or special losses.
- Subject to clause G.5, the Company shall not be liable for any of the following (whether direct or indirect), loss of profit, loss or corruption of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated) and harm to reputation or loss of goodwill.
- Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
5.1 death or personal injury caused by negligence;
5.2 fraud or fraudulent misrepresentation;
5.3 any other losses which cannot be excluded or limited by applicable law;
5.4 any losses caused by wilful misconduct.
- Notwithstanding any other provision of the Contract , you agree to indemnify the Company against all claims and costs arising in any way from your breach of law with regards to copy provided to the Company as part of your Booking.
H. Personal Data
Each party shall comply with its respective obligations and may exercise its respective rights in accordance with Data Protection Laws.
- You must not use the Content in any way that might infringe our IPR or the IPR of any third party.
- To the extent that any Content is made available by us online we reserve the right to suspend or remove access to such Content at any time.
J. Entire agreement
- The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
- Each party acknowledges that it has not entered into the Contract in reliance on and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
- Nothing in these Terms purport to limit or exclude any liability for fraud.
The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Company’s prior written consent, which it may withhold or delay at its absolute discretion.
L. Third party rights
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
M. Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).