WILLIAM REED GROUP

ADVERTISING BOOKING

STANDARD TERMS AND CONDITIONS

April 2019

These Terms set out the terms on which the Advertiser books Advertising Space (defined below) with Reed.

Please read these Terms carefully as they contain important information.

1. Definitions and Interpretation

1.1 In these Terms, unless the context otherwise requires, the following words and expressions shall have

the following meanings. Less frequently used terms are defined within the body of these Terms:

"Advertisement" means any advertising copy and other materials supplied or entered by You or on

 Your behalf in any format in the form intended for publication by Reed, including all advertisements,

 supplements, inserts and ad banners;

"Advertiser", "You", "Your(s)" means the person, firm or company named in the Booking, including a

company wishing to advertise its products and/or services ("Client") and agencies engaged by the

Client to select and purchase Advertising Space on its behalf ("Agency"), including their successors in

title and assigns;

"Advertising Space" means advertising space in a Print Publication or a Digital Publication;

Booking” means a booking for Advertising Space made by You to Reed by submitting a Booking

 Request and confirmed by Reed by providing you with a Confirmation (as defined in clause 2.3);

Booking Request” means an application for Advertising Space made by You to Reed in accordance

 with clause 2.2;

Code” means any user name, password or other identifier provided by Reed to You to submit

 Advertisements directly on to a Website;

"Copy Deadline" means the date and time by which the Advertisement must be submitted to Reed as 

 stated by Reed;

"Digital Publication" means a website or e-newsletter or any other non-print publication issued by

 Reed;

Fee” means the total sum payable by You to Reed as specified in the Booking based on Reed's current

 advertising rates published in the rate card from time to time in force, which may be obtained from 

 Reed;

"Print Publication" means a magazine or any other printed publication issued by Reed;

"Publication Date" means the date on which the Print Publication is made available for general

 circulation or when the Advertisement is made available to users of a Digital Publication;

Reed” means the entity identified in the Booking, which will be one of William Reed Business Media

 Ltd registered in England no. 2883992 or William Reed Ltd registered in England no. 5580964 both at

 registered address Broadfield Park, Crawley RH11 9RT or William Reed Business Media Inc

 registered in the State of Delaware U.S.A. at registered address 150 North Wacker Drive, Suite 1425, Chicago, IL

 60606 or William Reed Singapore Pte Ltd at registered address 600 North Bridge Road, #05-01

 Parkview Square, Singapore 188778 (or their successors or assigns) as the case may be;

Terms” means these terms and conditions;

 

"VAT" means value added tax chargeable under English law or such other applicable sales or other taxes;

Website” means a website owned or managed by Reed.

 1.2 In these Terms, unless the context clearly indicates another intention:

(a) headings are included for convenience only and a reference to any gender includes other genders and the singular includes the plural and vice versa;

(b) references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and

(c) the words “include”, “including”, and “such as” are to be construed as if they were immediately followed by the words “without limitation”.

 

2. Basis of Contract

2.1 By making a Booking Request, You agree to be bound by these Terms to the exclusion of all other

 terms. If You do not agree to be bound by these Terms, Reed will be unable to accept Your Booking Request.

2.2 Your Booking Request shall be made by You by telephone, letter, facsimile, e-mail, through the internet

 or in such other form as Reed may in its discretion accept.

2.3 Your Booking Request is an offer to Reed to book Advertising Space and a binding contract between

 You and Reed will only be formed when written confirmation of acceptance is sent by Reed to You

 (whether or not it is received) using the contact details provided in the Booking Request

 ("Confirmation"). You should contact Reed if You have not received Confirmation within two (2)

 working days of Your Booking Request. Reed reserves the right in its sole discretion to refuse to accept

 Your Booking Request. Your Booking Request and the Confirmation together (also referred to as the

 Booking) shall constitute a binding contract between You and Reed which shall be subject to these

 Terms. Please note that in the case of a conflict, the Booking shall take precedence over Booking

 Request and these Terms.

2.4 The person submitting the Booking on Your behalf shall be deemed to have full authority to do so and

 You shall have no right to claim against Reed that such person or persons did not have such authority.

2.5 In no circumstance does the placing of any Booking convey the right to renew on similar terms.

2.6 Where You are an Agency, You represent, warrant and undertake that You have full authority to act

 on behalf of, and to bind, You and the Client and You and the Client will be jointly and severally liable

 for Your liabilities under these Terms.

3. Submission and Publication of Advertisement

3.1 You shall deliver the Advertisement to arrive at Reed by the Copy Deadline, in any format that

 conforms to Reed's requirements as notified to You by Reed. Reed reserves the right to charge for

 production work and any other additional work that Reed may be required to undertake. Reed may

 in exceptional cases and at its own discretion accept Bookings and Advertisements after the Copy

 Deadline. Such acceptance shall not impose any obligation whatsoever on Reed to accept any other

 Booking or Advertisement after the Copy Deadline.

3.2 In the event of any Advertisement not being received by the Copy Deadline, Reed reserves the right to

 repeat the copy last used. In such event Reed shall not be responsible for making any changes in that

 copy, unless these are confirmed in writing and in time for the changes to be made. Reed reserves the

right to charge for any additional expense involved in such changes.

3.3 You undertake to keep any Code strictly confidential and to notify Reed immediately in the event that

 any Code becomes known to a third party.

3.4 You are solely responsible for any liability arising out of publication of the Advertisement including an

 Advertisement submitted using Code without Reed’s knowledge or control or relating to any material

 to which Website users can link though the Advertisement.

3.5 Reed shall be entitled to (or require You to) amend, edit, withdraw, take down or otherwise deal with

 any Advertisement at its absolute discretion and without giving prior notice. Should withdrawal or

 suspension be due to Your act or default or Your agents including the unsuitability of

 the Advertisement, then You shall pay for the Advertising Space reserved for the Advertisement in full

 notwithstanding that the Advertisement has not appeared.

3.6 Except as otherwise specifically agreed in writing by Reed, the positioning and placement of

 Advertisements in the Advertising Space shall be treated as requests only and cannot be guaranteed.

3.7 Reed reserves the right to increase the advertisement rates as notified by Reed to You and amend any

 terms agreed between the parties as to the Publication Date or any other amendment to the

 Advertisement.

3.8 Your property, originals, artwork, type, mechanicals, digital files and proofs, positives etc. are held by

 Reed at the owner's risk and should be insured by You against loss or damage from whatever cause.

 After the final Publication Date of the Advertisement, You shall be responsible for collecting all such

 materials which You require from Reed's premises, failing which, Reed reserves the right to destroy all

 material that has been in its (or its printers) custody for one year. Reed may exercise its right under

 this clause without giving further notice to You.

3.9 It is Your sole responsibility to clear the Advertisement, including obtaining all necessary consents,

 licences and releases and ensuring that the Advertisement in compliance with all applicable laws. You

 represent and warrant to Reed that the Advertisement submitted by You to Reed for publication and

 any link (including any linked website) is legal, truthful, honest and decent and otherwise complies

 with the relevant advertising and marketing standards, rules, regulations, codes of practice, legislation

 and all other applicable laws.

3.10 You represent and warrant that:

(a) You are the sole author and legal and beneficial owner of the Advertisement;

(b) You hold the necessary rights, consents and licences required to use, amend, edit, adapt and publish the Advertisement by Reed for the purpose of these Terms; and

(c) the use, reproduction, publication, distribution or transmission of the Advertisement, including

 any exercise of the licence under clause 3.12 by Reed will not violate any applicable laws or any

 rights of any third parties, including, infringement of any copyright, patent, trade mark, trade

 secret, or other proprietary right, false advertising, unfair competition, defamation, obscenity,

 piracy, invasion of privacy or rights of celebrity, infringement of any discrimination law,

 securities law or regulation, or of any other right of any person or entity.

 

3.11 You warrant that any Advertisement in relation to any investment or financial promotion (as defined

 under the Financial Services and Markets Act 2000) has been approved by an authorised person within

 the meaning of the Act or the Advertisement is otherwise permitted under the Act, the Financial

 Promotion Order 2001 or any other legislation subordinate to the Act or such local equivalent in the

 relevant jurisdiction in which the Advertisement is published.

3.12 You hereby grant to Reed a worldwide, non-exclusive royalty-free right and licence to use, reproduce,

 publish, store, distribute and display the Advertisement (including all contents, trade marks and brand

 features contained therein) in accordance with these Terms. No other rights in the Advertisement are

 granted to Reed and no rights in the Advertisement shall be assigned to Reed under these Terms.

3.13 You shall defend, indemnify and hold Reed harmless from and against all costs, claims, demands,

 proceedings, liability, losses and expenses (including reasonable legal fees) whatsoever made against

 or incurred by Reed as a result of, related to or arising in connection with (i) a breach of these Terms

 by You, and/or (ii) any acts or defaults of You, Your employees or agents in connection with these

 Terms and/or (iii) any claim brought against Reed that the Advertisement supplied by You infringes,

 violates, or trespasses or constitutes the unauthorized use or misappropriation of any intellectual

 property of any third party.

3.14 Reed will not guarantee a minimum impressions level for any Advertisement on any specific pages of

 the Websites.

3.15 To the full extent permitted by law, Reed will not be liable for any loss or damage, whether direct or

 indirect, including consequential loss or any loss of profits or similar loss, in contract or tort or

 otherwise, relating to the Advertisement or any errors or omissions in the Advertisement or lack of

 access to or availability of a Website, systems or technological failures or failure of the Advertisement

 to appear in the Advertising Space from any cause whatsoever or any other failure which is beyond

 the control of Reed. Reed will not be liable for any errors or omissions in the published Advertisement

 nor its failure to appear at a specified time or in any specific position. If Reed is liable to You for any

 reason, Reed's total liability whether under these Terms or otherwise in relation to the Advertising

 Space is limited to the amount of the Fee received by Reed.

3.16 Nothing in these Terms shall exclude or restrict either party's liability for death or personal injury

 resulting from the negligence of that party or its employees while acting in the course of their

 employment.

3.17 You understand and acknowledge that to the extent the data submitted by You in connection with a

 Booking amounts to personal information, such personal information will be processed in accordance

 with the requirements of applicable data protection laws and our privacy policy. For further

 information, please read our privacy notice, which can be found at https://www.william-reed.com/William-Reed-Group-Privacy-Notice.

4. Payment

4.1 The Fee shall be payable by You to Reed in full and in cleared funds into Reed's nominated bank

 account within thirty (30) days of the date of Reed's invoice.

4.2 The Fee is stated exclusive of VAT, which will be due at the prescribed rate as at the date of the invoice.

4.3 In the event of late payment, Reed reserves the right to waive any agreed discounts.

4.4 At Reed's discretion, payments may be subject to a deduction for advertising agency commission at

 the rate agreed between the Client and the Agency. Save for such commission there shall be no

 deductions or withholdings whatsoever. All sums shall be paid together with any VAT or other sales

 tax applicable.

4.5 Debt recovery costs and interest on overdue invoices shall accrue on any unpaid amounts from the

 date when payment becomes due to the maximum extent permitted by The Late Payment of

 Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debt Regulations 2002 as

 amended, extended, consolidated or replaced from time to time or other similar laws that may be

 applicable.

5. Cancellation

5.1 Reed may (at its sole discretion) change the date, suspend or cancel a Booking at any time for any

 reason without incurring any liability to You.

5.2 Except as set out in clause 5.5, if You wish to cancel a Booking You shall notify Reed in writing and You

 will be required to pay Reed the Fee in full for the cancelled Booking where notice of cancellation is

 received by Reed for any Advertisement:

(a) in a Print Publication, less than six weeks;

(b) in a Digital Publication, less than one month

before the Publication Date.

5.3 Reed shall be under no obligation to reimburse all or part of such charges, even in the event that Reed

 resells the cancelled Advertising Space after such cancellation by You.

5.4 Except as set out in clause 5.5, if You terminate, cancel or fail to fulfil Your obligations under a contract

 in which You and Reed have agreed a time period in which You shall book an agreed number of

 Bookings at rates notified by Reed, You lose the right to a series discount to which You may have been

 entitled. In such event, You shall pay to Reed in respect of each Booking, such sum representing the

 difference between the rate agreed under the said contract and the rate that is applicable for

 the number of advertisements actually placed for such Booking, such rate to be notified by Reed to You.

5.5 If you cancel Your Booking as a result of a change made by Reed pursuant to clause 3.5, You will not

 incur a cancellation fee.

6. Termination

6.1 Reed shall have the right to terminate any Booking and/or any agreement between Reed and You to

 which these Terms apply by notice to You if You:

(a) fail to make any payment due to Reed by the due date and such failure continues for fifteen (15)

 days after the due date; or

(b) are in breach of these Terms or You fail to comply with any material obligations or warranties

 under any agreement between the parties to which these Terms apply and in either case You do

 not remedy the same (if capable of being remedied) within thirty (30) days of receipt of notice

 in writing from Reed specifying the breach or failure and calling for the same to be remedied; or

(c) compound or make arrangements with Your creditors or become insolvent or if any order is

 made or resolution passed for Your liquidation, winding up or dissolution or if a receiver or

 manager or administrative receiver or administrator is appointed over the whole or a substantial

 part of Your assets or of anything analogous to or having substantially similar effect of any such

 events shall occur under the laws of any applicable jurisdiction; or

(d) are unable to perform any of Your obligations in circumstances set out in clause 7.1 below for a

 continuous period of not less than twenty eight (28) days.

 

6.2 Termination in accordance with clause 6.1 shall be treated as a cancellation by You and You will be

 required to pay the cancellation sum specified in clause 5.2.

7. General

7.1 Neither party shall be liable to the other in respect of any non performance of its obligations by reason

 of any act of God, civil war or strife, act of foreign enemy, invasion, war, satellite failure, legal

 enactment, governmental order or regulation, industrial action, trade dispute, lock-out, riot or any

 other cause beyond their respective control provided always that in any such event the duration of the

 agreement between the parties shall be extended over which such event continues, but otherwise

 such event will not affect any of Your obligations to purchase any number of advertising spots agreed

 between You and Reed.

7.2 If any provision of these Terms is found by any court or competent authority to be invalid, unlawful or

 unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Terms and

 this shall not affect the enforceability of the remainder of these Terms nor shall it affect the validity,

 lawfulness or enforceability of that provision in any other jurisdiction.

7.3 The terms of these Terms shall not be enforceable by a third party (as defined in the Contracts (Rights

 of Third Parties) Act 1999 (the “Act”)) under the provisions of the Act.

7.4 You may not assign or transfer any rights or obligations under these Terms to any third party without

 Reed's prior written consent.

7.5 Reed may assign, transfer or novate these Terms and the rights and obligations under it to any other

 party at any time and shall inform You thereof in writing within a reasonable time thereafter.

7.6 Any notice or other information to be given by either party under these Terms shall be made by first

 class prepaid mail (if sent from and to an address within the UK) and first class prepaid airmail (if

 international) to the address above or to an address or e-mail address supplied, by Reed or You (as

 applicable) for the such purpose, and shall be deemed to have been communicated two (2) business

 days after posting, if sent by first class mail, five (5) business days after posting if sent by airmail and

 on the next business day, if sent by e-mail.

7.7 No waiver or any breach of any of these Terms shall be deemed to be a waiver of any other breach and

 no waiver shall be effective unless in writing.

7.8 No term or provision in these Terms shall be varied or modified unless agreed in writing and signed by

 the parties.

7.9 These Terms together with any other document incorporating these Terms shall constitute the entire

 agreement and understanding between the parties in relation to its subject matter.

7.10 The parties acknowledge and agree that they have not relied on and shall have no right of action in

 respect of any representation, warranty or promise except as expressly provided in these Terms and

 for such representation, warranty or promises made fraudulently and all conditions, warranties or

 other terms implied by statute or common law are by these Terms excluded to the fullest extent

 permitted by law.

7.11 Each party shall comply with all applicable laws, codes and regulations relating to anti-bribery and anti-

 corruption.

7.12 These Terms and any agreement to which these Terms apply shall be governed by English law and shall

 be subject to the exclusive jurisdiction of the English Courts, without regard to conflict of laws rules.

 For any dispute under this Agreement, any claim (including, but not limited to any claim for injunctive

 or monetary relief) will be brought only in English Courts, and neither You nor Reed will object to the

 exercise of personal jurisdiction by such court.