Advertisers (Standard Terms & Conditions)

1.1. These terms and conditions (“Standard Terms”) govern all offers (each an “Offer”) by the advertiser named on the Multimedia Booking Form (“Advertiser”) for the placement of advertisements with Kent Messenger Limited, of New Hythe Lane, Larkfield, Aylesford, Kent , ME20 6SG (“KM”) for publication or broadcast, whether in KM printed material (“In-Print”) or on the KM website or websites from time to time (“On-Line”) or broadcast on the KM radio station (“On-Air”) (each, together and/or in any combination, the “Advertiser’s Advertising Campaign”).

1.2. No offer to place advertisements shall be accepted on any terms other than these Standard Terms and any terms or conditions stipulated by the Advertiser on the Multimedia Booking Form, or elsewhere shall be void where they are inconsistent with these Standard Terms.

1.3. By submitting a Multimedia Booking Form, the Advertiser agrees unconditionally to be bound by these Standard Terms. KM shall not be deemed to have accepted an Offer, or become contractually bound to publish or broadcast any advertisement until it has sent the Advertiser a Confirmation of Multimedia Advertisement Campaign Form OR published or broadcast the first advertisement in the Advertiser’s Advertising Campaign, whichever is the sooner event, at which point such acceptance shall form a legally binding agreement between the Advertiser and KM according to these Standard Terms (“Agreement”). A separate Agreement shall arise in respect of each Multimedia Booking Form which is accepted by KM.

1.4. If there is an inconsistency between any of the provisions of these Standard Terms and the provisions of the Multimedia Booking Form or the Confirmation of Multimedia Advertisement Campaign Form, the provisions of these Standard Terms shall prevail.

2.1. The Advertiser warrants that it is contracting with KM as a principal, notwithstanding that the Advertiser may be acting (whether directly or indirectly) as an agent, media buyer or in any other capacity for a third party wishing to place an advertisement. The Advertiser further warrants that it has all rights, authority and permissions, relating to any image rights if applicable, photographs, copy, fonts, artwork or other multimedia material to enter into an agreement with KM for the publication and or broadcast of the Advertiser’s advertisement by KM.

2.2. The Advertiser hereby grants KM the right to publish and or broadcast the advertisement, whether In-Print, On-Line or On-Air as requested in the Advertiser’s Multimedia Booking Form.

2.3. The Advertiser warrants that the publication, re-production and or broadcast of any advertisement submitted by the Advertiser, by KM, will not breach any intellectual property rights and or other proprietary rights of any third party AND that all information submitted relating to any advertisement is true, accurate, complete and not misleading, obscene, indecent, dishonest, fraudulent, threatening, offensive, defamatory, or in breach of confidence.

2.4. The Advertiser shall ensure that all advertising copy and or other content submitted for publication and or broadcast, to KM is, legal, decent, honest and truthful and complies with the British Code of Advertising Practice and all other similar codes, regulations, and directions as to best practice or other rules advised by the Advertising Standards Authority and if applicable the Financial Services Authority from time to time AND complies with all relevant and appropriate legislation (whether being the law of the European Union in force or applicable in the United Kingdom or otherwise), including without limitation the Data Protection Act 1998 and the Financial Services and Markets Act 2000.

2.5. The Advertiser shall check that their published advertisement is correct and any errors found must immediately be notified to KM in writing and no later than three days from publication and or broadcast. KM will not accept or be liable for any claims in respect of errors repeated in advertisements after the first insertion has been published and or broadcast and in the case of a series of separate bookings utilising the same copy after the initial publication of the advertisement.

2.6. Any copy and or material supplied electronically by the Advertiser must be in the formats specified in the KM Guidelines from time to time, for the transfer of electronic copy (details will be supplied on request).

2.7. The Advertiser shall indemnify KM and keep KM indemnified in respect of any loss, liability, claim, proceedings, demands, damage, expense, including legal expenses, incurred by KM as a result of the Advertiser’s breach of these Standard Terms and or any other such appropriate terms implied by law.

3.1. KM shall have the right to:

3.2. KM will use its reasonable endeavours to comply with the timing of the publication and or broadcast of any advertisement as requested on the Advertiser’s Multimedia Booking Form.

3.3. Unless specifically agreed in writing on the Confirmation of Multimedia Advertisement Campaign Form, KM shall have no obligation to supply vouchers and or tearsheets nor shall the provision of vouchers and or tearsheets be implied by the content of the proposed advertisement, whether specifically mentioned or not.

3.4. KM shall use its reasonable endeavours to ensure that :

3.5. All printed matter appearing in KM publications whether In-Print or On-Line is subject to copyright. No part may be reproduced, copied, published, broadcast or stored by any means whatsoever without the prior written consent of KM.

3.6. Where KM is requested to provide artwork and design facilities to Advertisers in order to produce copy for advertisements then KM will retain the copyright and any other intellectual property rights to these designs, layouts, formatting and content unless a specific artwork service charge is rendered in addition to the cost of the advertisement campaign.

4.1. The Advertiser acknowledges that the vast majority of the work carried out by KM in preparing an advertisement for publication and or broadcast, whether In-Print, On-Line or On-Air, as part of the Advertiser’s Advertising Campaign, is carried out prior to the first placement of the advertisement AND consequently, notwithstanding that contrary to the provisions of clause 13.2, in the event that KM agree that the Advertiser may pay the charges in stages spread out over a period of time, as confirmed in writing by KM on the Confirmation of Multimedia Advertisement Campaign Form (“Stage Payments”), the Advertiser agrees and accepts that KM shall be entitled to demand the immediate payment of 85% (Eighty Five percent) of the balance of any outstanding Stage Payments upon notification by the Advertiser that the Advertiser wishes to cancel or postpone the remaining placement of the advertisements in the Advertiser’s Advertising Campaign.

4.2. Notice of cancellation or postponement on Display Advertisements must be given in writing one week prior to copy deadline. In the case of guaranteed positions two weeks’ notice in writing is required.

4.3. Notice of cancellation or postponement of Classified Advertisements is required 24 hours before copy deadline.

4.4. Notice of cancellation or postponement of Display and Classified Advertisements to a KM website are subject to the same notice periods as KM publications.

4.5. Notice of cancellation or postponement of Radio Advertisements is required 28 days before going out on air.

4.6. No claims will be accepted regarding cancellations unless a stop number is quoted. This will be given at the time of cancellation.

4.7. Private advertisements, once accepted, cannot be cancelled before the first insertion.

4.8. In the case of a series booking (e.g. two weeks paid for, one week free) the advertisement may be cancelled after the first insertion, but no refund will be given for the remaining week or weeks.

4.9. KM may treat as cancellation the fact that the Advertiser becomes insolvent, has an administrator, receiver or manager appointed over the whole or any part of its assets or business, or makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, or an order or resolution (whether final or not) is made for bankruptcy, winding-up, dissolution or liquidation of the Advertiser (other than for the purpose of solvent re-organisation) or any event occurs in a foreign jurisdiction analogous to, or comparable with, any of the above or the Advertiser is otherwise in breach of any of these terms and conditions.

5.1. Business Advertisers dealing with second hand goods must provide their Kent County Council Licence Number.

5.2. Mail Order Advertisers must complete a Mail Order Protection Scheme form before any advertisement will be accepted for publication.

6.1. KM offers at its sole discretion (and subject to availability) a free lineage advertisement service called “KM Freeads” whereby private advertisers (individuals who are not advertising or selling the item in question in the course of a business) are allowed to place certain advertisements free of charge in some categories within KM’s publications. These are subject to additional Conditions of Acceptance, the details of which are available on the KM website, www.kentonline.co.uk AND the Advertiser shall additionally be deemed to be subject to these additional Conditions of Acceptance.

7.1. KM will not be liable for the loss of any artwork, photographs, copy or other materials submitted for publication and or broadcast.

7.2. Subject to clause 7.3, KM shall not be liable, whether in contract, tort, or otherwise, for any loss of profit, loss of opportunity, loss of goodwill, loss of anticipated saving, loss of revenue and/or any other loss which is indirect, consequential or economic and KM’s maximum aggregate liability for any loss or damage arising out of or in relation to any advertisement ordered by or on behalf of the Advertiser whether publish or broadcast or not and whether in contract, tort or otherwise shall not exceed the total amount of the charges for the relevant advertisement paid or payable by the Advertiser and received by KM in cleared funds or the cost of publishing a corrected advertisement whichever is the greater.

7.3. Nothing in these conditions shall exclude or restrict either KM’s or the Advertiser’s liability for death or personal injury resulting from the negligence of the relevant party or of its employees while acting in the course of their employment or shall exclude or restrict either party’s rights, remedies or liability under the law governing these conditions in respect of any fraud.

7.4. Except as expressly set out in these conditions, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the obligations of KM (and specifically those relating to satisfactory quality and or fitness for a particular purpose) are excluded to the fullest extent permissible at law.

7.5. KM shall have no obligation to repeat the publication or broadcast of any Advertiser’s Advertising Campaign, or refund or make any adjustment to the charges, where in the reasonable opinion of KM the error, misprint or omission does not materially detract from the advertisement.

8.1. No failure or delay by KM to exercise any right or remedy provided under these Standard Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

9.1. The Advertiser shall not, without the prior written consent of KM, assign, transfer, or deal in any other manner with any agreement arising under these Standard Terms or any of its rights and obligations under these Standard Terms, or purport to do any of the same.

10.1. The Advertiser hereby gives KM consent for KM to record telephone calls between any KM telesales departments and the Advertiser for service and training purposes.

10.2. By requesting KM to accept an advertisement for them, Advertisers consent to KM maintaining, recording, holding and using personal data which is collected about them. KM may share such information about Advertisers with selected companies and may use the information to notify Advertisers about competitions, prizes, special offers and other KM business communications. Should Advertisers not wish to receive any communications from KM, please contact Customer Services at the address below, or telephone 01622 794660 or by e-mail customerservices@thekmgroup.co.uk.

10.3. KM shall be entitled to disclose the name and address and/or other details of Advertisers and/or Agencies to the Police, Trading Standards Office, or any other relevant Authority or as otherwise required by law, and also where KM in its sole discretion deems it reasonable, to other third parties from time to time.

11.1. These must be replied to in writing. No addresses or information of any kind will be given by KM staff. Whilst every endeavour will be made to forward replies, KM accept no liability in respect of any loss or damage alleged to arise from any delay or non-delivery, however caused.

12.1. The Advertiser undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of KM except as permitted by clause 12.2.

12.2. Each party may only disclose the other party's confidential information:

12.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under these Standard Terms.

13.1. All advertisement rates are subject to immediate revision at any time and Offers are accepted on condition that the price is binding in respect of the next insertion to go to print, or be broadcast or uploaded to a KM website. In the event of rate increases the Advertiser will have the option to cancel or continue the order at the revised advertisement rate. If colour copy is involved, KM reserves the right to make additional changes for any extra production work or late submission of copy or other material.

13.2. Payment must be made in advance, except where credit facilities have been granted by KM. Where credit facilities are offered the payment terms are subject to the Credit Rules currently in force which unless prepaid or agreed separately are 28 (twenty eight) days following the month of invoicing. The existence of a query on any individual item in an account shall not affect the due date for payment of the balance of the account.

13.3. Payment for the advertisement shall be made regardless of whether or not the Advertiser has:

13.4. The Advertiser agrees to pay KM in respect of each advertisement for which payment is not made when due:-

13.5. All charges quoted by KM are exclusive of Value Added Tax, which is payable at the prevailing rate from time to time.

14.1. These Standard Terms constitute the whole agreement between the parties and supersede all previous agreements between the parties relating to the placement of advertisements with KM.

14.2. Each party acknowledges that, in entering into these Standard Terms, 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 as expressly set out in these Standard Terms.

14.3. Nothing in this clause shall limit or exclude any liability for fraud.

15.1. No variation of these Standard Terms shall be effective unless it is in writing and signed by the parties one of whom must be a Director of KM.

 

16.1. If a provision or part of any provision of these Standard Terms is found to be illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

 

17.1. Any notice or other communication required to be given under these Standard Terms, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice or communication at its address as set out below:

17.2. in respect of the Advertiser at the address given on the Multimedia Booking Form; and

17.3. in the case of KM at its then registered office address.

17.4. Any notice or other communication shall be deemed to have been duly received:

17.5. A notice or other communication required to be given to KM under these Standard Terms shall not be validly given if sent by e-mail or fax.

17.6. The provisions of this clause 17 shall not apply to the service of any proceedings or other documents in any legal action.

18.1. A person who is not a party to an Agreement arsing under these Standard Terms shall not have any rights under or in connection with it.

 

19.1. These Standard Terms and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the law of England and Wales.

19.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with any Agreement arising under these Standard Terms or its subject matter.