ADVERTISING TERMS & CONDITIONS (The 'Conditions')

These terms and conditions shall apply to all advertising orders made with Canopy (as defined below), unless otherwise specifically agreed in writing by Canopy. Any terms or conditions endorsed upon, delivered with or contained in the Customer purchase order, specification or other shall be void in so far in as they are inconsistent with these Conditions.

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1. DEFINITIONS in these Conditions

• “Advertisement” means any advertising, sponsorship, social media or other paid content or other commercial revenue-generating activity, including Inserts;

• “the Appointor” means the organisation distributing certain items to individuals and organisations via print (including Inserts) or electronic communications;

• “Canopy” means Canopy Media Management Limited or Silence Media Limited;

• “Advertiser” means the person placing with Canopy the order for insertion of the Advertisement, which expression shall include any advertising agency or independent media buyer involved in placing the Advertisement;

• “Copy” means all material provided by or on behalf of an Advertiser with the intention of that material appearing in an Advertisement;

• “Inserts” means printed advertising and promotional material to be sent out within the Appointor’s Publications, such as printed leaflets, printed coupons, printed catalogues and/or a fragrance, beauty product sachets;

• “OA” means the Order Acknowledgement form issued by Canopy, or other written confirmation of an Advertiser’s order for the placing of an Advertisement;

• “Publication” means a print or digital edition of a periodical in whatever format (including but not limited to any regular or occasional supplement) or any website or similar digital product;

• “the Rate Card” means Canopy current scale of charges for Advertisements in effect for the time being.
   

2. PLACING OF ADVERTISEMENTS

• All orders for the placing of an Advertisement are subject to these Conditions, and the contract comes into existence when Canopy accepts the Advertiser’s order by confirmation via email or by the issuing of an OA. Canopy are contracting with the Advertiser as principals even where they are not themselves the Appointor carrying the advertisement in their Publication. The Advertiser contracts with Canopy as a principal notwithstanding that the Advertiser may be acting directly or indirectly for another party as an advertising agent or media buyer or in some other representative capacity. Any other terms or conditions which the Advertiser may seek to impose are expressly excluded.

• These Conditions shall apply to each OA for the insertion of an Advertisement in a Publication.

• It is the responsibility of the Advertiser to issue at the time of booking, an order specifying all Advertisement or Insert requirements, the order number, publication, insertion date, size/description, rate, agency commission, address, telephone and fax numbers and agency/Advertiser contact name. Where orders are placed by an advertising agent, these are accepted only on the condition that a full disclosure has been made to Canopy as to the identity of the client on whose behalf the space has been booked.

• If it is intended to include a competition or a special offer of merchandise in an Advertisement, other than that normally associated with the advertised product, full details must be submitted at the time of booking.

• Copy provided for Advertisements in Publications must be supplied in accordance with the individual Publication requirements. Profiles, specifications, sizes and contact details are available on request. If an accurate, validated hard copy proof is not supplied Canopy cannot be held responsible in relation to the subsequent reproduction of the Advertisement in a Publication. Copy must be received by Canopy no later than the date specified in the OA, or as otherwise required by the Publication.

• Canopy or the Appointor will not be required to publish any Advertisement that has not been received in compliance with the requirements set out above and any additional work incurred by Canopy or the Appointor to enable compliance will be charged for.

• Canopy may where necessary stipulate special charges and conditions for split runs or other special requirements.

• The Advertiser acknowledges that Canopy or the Appointor does not undertake a review of any Advertisement, and to the extent that it does review any Advertisement this does not constitute any acceptance by Canopy or the Appointor of any liability, or waiver of any of its rights under the warranties given in Condition 3 below.

• Canopy or the Appointor reserves the right to refuse Advertisements that in the sole opinion of Canopy or the Appointor are similar in any way to the editorial style and / or appearance of any Publisher publication or format.

• Canopy or the Appointor will not give exclusivity to any Advertiser.

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3. WARRANTIES

The Advertiser warrants that the Copy submitted to Canopy and/or the reproduction and/or publication of the Advertisement by Canopy as submitted or as amended shall:

• not breach any contract or infringe or violate any intellectual property rights including without limitation copyright, trade mark (whether registered or not) or any other personal or proprietary right of any person or render Canopy or the Appointor liable to any proceedings whatsoever;

• at all times comply with the British Code of Advertising, Sales Promotion and Direct Marketing including but not limited to ensuring that such material is legal, decent, honest, truthful, accurate, complete and true and complies with all other relevant codes under the general supervision of the Advertising Standards Authority;

• at all times comply with the requirements of all relevant legislation (including subordinate legislation, rules of statutorily recognised regulatory authorities and the law of the European Union) for the time being in force or applicable in the United Kingdom;

• shall not be defamatory, obscene, offensive, abusive, threatening, menacing, harassing, indecent or in breach of confidence, copyright, privacy or any other rights; and

• in respect of any Advertisement submitted for publication which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any copy by which any living person is or can be identified the Advertiser has obtained the authority of such living person to make such use of such name, representation and/or copy as made in the said Advertisement.

• in relation to any Advertisement relating to financial products, the Advertiser is, or its contents have been approved by, an authorised person within the meaning of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or it must be approved by a Financial Conduct Authority (“FCA”) authorised person as complying with the FCA’s rules.

• the Advertisement at all times shall comply with the Trade Descriptions Act of 1968 and Consumer Protection from Unfair Trading Regulations 2008(including any modifications), consumer protection legislation and any other relevant legislation.

• where the Advertiser is an advertising agency it is authorised by its client to place the Advertisement with Canopy.

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4. INDEMNITY

The Advertiser will indemnify Canopy or the Appointor against:

• any costs, damages or other charges falling upon Canopy or the Appointor as a result of any claim against Canopy or the Appointor arising from the publication of an Advertisement in accordance with these Conditions;

• any claim made by any client of an Advertiser who is an advertising agency arising from the publication of an Advertisement placed by such an advertising agency; and/or

• all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly as a result of any breach or non-performance of any of the representations, warranties or other terms contained in these Conditions or implied by law.

• the Advertiser shall ensure insurance policies that it maintains adequate liability insurance coverage of a minimum of £2,000,000, and shall supply a copy of the policy to Canopy or the Appointor on request.

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5. PUBLISHER’S RIGHTS

Canopy or the Appointor may, without derogation from the warranties contained in Condition 3, refuse or require to be amended any Copy for or relating to an Advertisement so as:

• to comply with the legal and moral obligations placed on Canopy or the Appointor or Advertiser; or

• to avoid infringing a third party’s rights, the British Code of Advertising Sales Promotion and Direct Marketing and all other codes under the general supervision of the Advertising Standards Authority; or

• to comply with the production and quality specifications stipulated or referred to in Condition 2.

• Canopy or the Appointor has the right at its discretion to decline to publish, or to omit, suspend or change the position of,

• any Advertisement otherwise accepted for insertion. However Canopy or the Appointor will use reasonable efforts to comply with the wishes of the Advertiser although it does not warrant the date of insertion, the wording or the quality of the colour or mono reproduction of the Advertisement. The Advertiser acknowledges that digital editions of a Publication may not include all Advertisements which appear in a print edition; this is more specifically referred to in the OA.

• Canopy or the Appointor has the right to change its scale of advertisement rates at any time.

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6. CANCELLATION AND MODIFICATION

• If Canopy or the Appointor considers it necessary to modify the space or alter the date or position of any Advertisement or Insert or to make any other alteration, the Advertiser shall have the right to cancel if the alterations requested are unacceptable unless such changes are due to any emergency or circumstances beyond Canopy or the Appointor’s control. Every care is taken to avoid mistakes but Canopy or the Appointor cannot accept liability for any errors due to a third party, sub-contractors or inaccurate copy instructions.

• Canopy or the Appointor reserves the right to refuse an order, its cancellation or transfer unless any such request is received in writing not less than 8 weeks prior to the date by which Copy should be received under Condition 2; Canopy reserves the right to charge the full rate agreed for insertion for the cancellation of any Advertisement placed by the Advertiser which does not comply with these requirements.

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SPECIAL PROVISIONS FOR INSERTS

• The Advertiser shall supply to Canopy representative samples of Inserts for the Appointor’s approval, and Canopy or the Appointor shall have absolute discretion in deciding whether or not to accept the proposed Inserts.

• All samples must be produced to the size and paper weight set out in the OA and must be supplied a minimum of 8 weeks prior to the delivery date (as set out in the OA).

• Where supplied Inserts differ from the sample copies previously approved for insertion and distribution by the Appointor, Canopy or the Appointor reserves the right to refuse insertion and charge in full. Canopy or the Appointor shall not be liable to the Advertiser for any non-insertion.

• Where the Advertiser has undertaken to supply Inserts which have been accepted and approved by Canopy or the Appointor, Canopy reserves the right to charge the full rate agreed for insertion if they fail to arrive at the agreed time, place or in a suitable condition for insertion as set out in delivery and packing instructions.

• All final print volumes of Inserts should be confirmed by Advertiser at time of booking, before printing the Inserts and prior to delivery. Canopy or the Appointor is not responsible for print run drops. It is likely that these will change between the time of optioning and booking. Again, Canopy or the Appointor will not be held responsible and strongly recommends inserts should not be printed based on optioned volumes.

• A minimum of 1% overs for making ready and wastage purposes must be supplied for each Insert booking. Canopy or the Appointor, its warehouse(s) and suppliers cannot guarantee maximum insertion levels if overs are not supplied as instructed.

• The Advertiser will make every effort to ensure that, subject to the above, only the number of Inserts agreed within the OA will be delivered to Canopy or the Appointor. Any deliveries in excess of those agreed will incur additional storage charges.

• Inserts must be delivered on the date specified on the OA. The Appointor will not accept early deliveries unless agreed in writing with Canopy or the Appointor. Early deliveries will incur additional storage charges. Any change on a delivery date must be agreed in writing directly between Canopy or the Appointor and the Advertiser and Canopy or the Appointor will not be liable for any consequences as a result of any arrangement between the Advertiser and print sites.

• The Advertiser shall be responsible for the costs and expenses of delivering the Inserts to the Appointor’s warehouse(s).

• The Advertiser will ensure that the Inserts are packaged in accordance with Canopy or the Appointor’s delivery and packing instructions as set out in the OA.

• If Inserts are coded for regional insertion and distribution, the Advertiser must ensure that this data is supplied at the time of booking. Failure to do so may affect the distribution of Inserts, for which Canopy or the Appointor cannot be held liable.

• All regional bookings will be invoiced based on volume distributed so the Advertiser must ensure correct coding data is supplied at time of booking.

• Canopy will inform the Advertiser of any overs following distribution of the Inserts. The Advertiser must respond with written confirmation as to whether these overs are to be collected, destroyed or re-booked within 36 hours of notification. Overs will be destroyed by the Appointor’s warehouse(s) and suppliers if instructions are not received in accordance with this Condition. Canopy or the Appointor is not responsible for overs and any associated print costs. Canopy reserves the right to invoice for the full volume of booked inserts on the initial insertion date and proceed to distribute any overs in accordance with the Advertisers written confirmation.

• In the event of under or non-delivery of Inserts, the Advertiser will be charged in full for the original booked volume as set out in the OA at the negotiated rate.

• In the event that the Advertiser delivers to the Appointor more than the number of Inserts specified in the OA and the Appointor distributes such additional Inserts the Advertiser agrees that it will pay for the distribution of those additional Inserts at the same gross rate per thousand as agreed in the OA. The Appointor’s dispatch count, referred to as a Certificate of Insertion, will be conclusive evidence of the number of Inserts distributed.

• Marketing activity will take precedent over Insert activity. Canopy Appointor will inform the Advertiser when / if this situation arises and will work with the Advertiser to place their inserts in alternative titles or issues.

• Canopy or the Appointor is not liable to cover any of the advertiser’s costs including media costs, print and delivery compensation as the result of overs, print run fluctuation, marketing activity or in any instance of the inserts moving into another title / issue.

• All rates are subject to review at Canopy’s discretion as production and postage may vary from issue to issue. Rates for subscription copies may differ from previously agreed rates on an issue by issue basis due to weight fluctuations.

• Except in the circumstances set out above, if the Customer gives notice of cancellation to Canopy the following charges shall be due and payable:

• If notice of cancellation is given to Canopy by the Customer in writing less than two months’ prior to the agreed date of insertion of the Inserts the Customer will pay immediately to Canopy 50% of the price specified in the Order Confirmation subject to Canopy agreeing to accept such notice of cancellation which shall be entirely at Canopy’s sole discretion;

• If notice of cancellation is given to Canopy by the Customer in writing between two and six months prior to the agreed date of insertion of the Inserts the Customer will pay immediately to Canopy 25% of the price specified in the Order Confirmation.

• If notice of cancellation is given to Canopy by the Customer in writing six months or more prior to the agreed date of insertion of the Inserts the Customer will pay immediately to Canopy 10% of the price specified in the Order Confirmation.

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SPECIAL PROVISIONS FOR THE SUPPLY OF COMMERCIAL SUPPLEMENTS

• The Advertiser shall create and provide the Editorial Content and all Advertisements for various Supplements as agreed by the parties in accordance with the Approval process set out above.

• The Advertisers shall submit a final draft of the Supplement in Publication Ready Format to Canopy and The Appointor for checking not less than five Business Days before the applicable Publication Deadline. Canopy and The Appointor shall be entitled to reject or require amendment to any Editorial Content or Advertisement or getup or layout.

• The Advertiser shall be fully responsible for: 

• sub-editing of all Editorial Content and Advertisements prior to delivery including correct grammar, spelling and punctuation;

• correcting any errors in all Editorial Content and Advertisements including errors of omission, grammar, punctuation and spelling;

• making such amendments, deletions and corrections as may be required by The Appointor; and

• ensuring that all Editorial Content and Advertisements are internally consistent and will fix any errors found during the verification process by The Appointor.

• The Advertiser shall deliver to The Appointors mailing house as supplied by Canopy the final version of the Supplements in a Publication Ready Format by the relevant Publication Deadlines.

• The Advertiser shall not use any of The Appointors Intellectual Property, in particular, any trademarks or copyright works, for any purpose without the prior written agreement of The Appointor

• The Advertiser will ensure that (and shall have the right to include the following wording on) each printed Supplement will be clearly marked on the front page: “DISTRIBUTED WITH THE APPOINTORS LITERATURE (to be revised as per The Appointors relevant publication). PRODUCED AND PUBLISHED BY ‘THE ADVERTISER’WHO TAKES SOLE RESPONSIBILITY FOR THE CONTENTS.” (or similar wording).

• The Advertiser warrants and undertakes to Canopy and The Appointor that:

• it has full authority, right and capacity to enter into this Agreement and to provide the Editorial Content and Advertisements;

• it shall carry out its obligations under this Agreement conscientiously with all reasonable skill and care and to a high professional level and that the Editorial Content shall at all times be created by appropriately skilled and experienced personnel;

• it shall at all times during the Term comply with all relevant laws, regulations and codes of practice, including compliance with the Data Protection Act 1998, the Bribery Act 2010 (including having in place and enforcing appropriate anti-bribery and corruption procedures);

• all Editorial Content and Advertising Content shall comply with the Content Guidelines set out in this agreement.

• neither any Editorial Content nor any Advertisement nor any part thereof will infringe the Intellectual Property or other rights of any third party or be libellous or defamatory of any person or infringe the privacy or confidentiality rights of any person or be obscene or in any other way render The Appointor liable to any proceedings whatsoever;

• all Editorial Content shall be prepared, drafted and written in compliance with the Editor’s Code of Practice enforced by the Independent Press Standards Organisation (details are available at www.ipso.co.uk/IPSO/cop.html). Particular care must be taken in relation to privacy, harassment, children and hospitals;

• all Advertisements shall be legal, decent, honest and truthful and comply with the British Code of Advertising Practice and all other relevant codes under the general supervision of the Advertising Standards Authority as well as the Control of Misleading Advertisements (Amendment) Regulations 2000, the Gambling Bill 2005, Trade Descriptions Act 1968 and any other legislation or regulation that may be relevant by virtue of the nature of the goods or services being advertised (including without limitation the Consumer Protection from Unfair Trading Regulations 2007); and;

• in relation to any Advertisements relating to financial or insurance products or services, the Advertiser is, or the Advertisement content has been approved by, an authorised person within the meaning of the Financial Services and Markets Act 2000 or the Advertisement is otherwise permitted under that Act.

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SPECIAL PROVISIONS FOR THE SUPPLY OF DIGITAL ADVERTISING

• The Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less published by the IAB will apply where the specifics in question are not covered by these Terms & Conditions.

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7. PAYMENT

• Credit accounts must be settled in accordance with the terms shown on the OA and invoice, which are strictly net i.e. not subject to an early settlement discount (“the Payment Date”). If payment is not received by the Payment Date Canopy reserves the right to make a surcharge at the rate of 3% per month above the base rate of National Westminster Plc in the United Kingdom for the period for which the payment is overdue. Further and in addition should any monies become outstanding (“the Balance”) then all invoices raised whether at the Payment Date or subsequently by Canopy in respect of all accounts held by the Advertiser (“the Entire Sums”) shall immediately become due and payable to Canopy without formal demand. Any indulgence or delay on the part of Canopy to claim payment of the Balance of the Entire Sums shall not be construed as a waiver on the part of Canopy. Canopy reserves the right to impose a surcharge at the rate of 3% per month on the Entire Sums commencing with the Payment Date.

• Advertisement rates are subject to revision at any time and orders are accepted on condition that the price binds Canopy only in respect of the next issue to go to press in the case of Publications or the next booking in the case of Advertisements for electronic communications, and in the event of a rate increase, the Advertiser will have the option to cancel the order without surcharge or continue to order at the revised advertisement rate.

• Advertising agencies not recognised by Canopy and Advertisers placing business direct and who do not have a trading history with Canopy or the Appointor must ensure that the account is pre-paid two weeks prior to the date by which Copy is to be received as stated in Conditions 2.5.and 2.6 above for each Advertisement.

• Canopy may be prepared to provide account facilities to an advertising agency not recognised by Canopy or a direct Advertiser once the Advertiser has pre-paid and demonstrated to Canopy’s satisfaction a good payment record. Any credit will only be granted after obtaining a satisfactory credit reference agency clearance and individuals hereby consent to Canopy making appropriate searches.

• Advertising agencies recognised by the Professional Publishers Association may be allowed by Canopy up to 15% commission on quoted rates as appropriate provided payment is made by the due date and all other requirements are strictly complied with.

• Charges will be made to the Advertiser or his agent where costs have been incurred by Canopy or the Appointor for extra production work. These charges will be at the current scale agreed between Canopy or the Appointor and the printer or service provider.

• Canopy or the Appointor will not accept the lack of an order number as a valid reason for non-payment.

• Except where Condition 10.1.4 applies, invoices will be submitted after each insertion.

• Payments be credit card will be subject to a 5% subcharge.

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8. LIMITATION OF LIABILITY

• It is the responsibility of the Advertiser to check the correctness of the Advertisement (and of each insertion of the Advertisement if more than one). Canopy or the Appointor assumes no responsibility for the repetition of an error in an Advertisement ordered for more than one insertion unless notified immediately after the error has been brought to the attention of the Advertiser.

• Whilst Canopy or the Appointor will use reasonable care and skill in the publishing of an Advertisement, Canopy or the Appointor shall only be liable for its failure to publish the Advertisement in the manner provided for in the confirmation email or OA as follows, and this shall be the limit of its liability to the Advertiser: (i) to publish the Advertisement (or a replacement supplied by the Advertiser) as soon as reasonably possible, or at Canopy or the Appointor’s discretion (ii) to refund (or where appropriate credit) such amounts as relate to Advertisements which were not published or, in the case of Digital Products, for which impressions were not provided. Certificates of Insertion are compiled from the best information available at the time of invoicing, and whilst every effort is taken to avoid errors, Canopy cannot accept responsibility for the accuracy of any information contained within a Certificate of Insertion, even when provided by Canopy itself. Specifically, Canopy shall not be liable for any print costs incurred by the Advertiser in the event that an Insert does not run.

• Canopy or the Appointor will not under any circumstances, except in respect of personal injury or death caused by the negligence of Canopy or the Appointor, be liable to the Advertiser by reason of any representation or implied warranty, condition or other term, or any duty at common law, or under the express terms of these Conditions for (i) any damage to or loss of property or equipment, economic loss or damage, damage to or loss of data, profits, or business revenue, anticipated savings, business, goodwill and/or the incurring of liability or loss or damage of any nature whatsoever suffered by Advertisers or third parties (including in each case incidental and/or punitive damages); or (ii) any indirect, special or consequential loss or damage (even if Canopy or the Appointor is advised in advance of the possibility of any such losses and/or damages).

• Any other matter or complaint, claim or query whether in relation to the Advertisement or an invoice must be raised by the Advertiser in writing within seven days following (i) for Publications, of the on-sale date of the Publication in which the Advertisement appears or on the date on which it is claimed the Advertisement should have appeared or (ii) for Digital Products, the date the Advertisement first appears. Any such complaint, claim or query shall not affect the liability of the Advertiser for payment by the due time of Canopy or the Appointor’s charges for that and all other Advertisements, and Canopy or the Appointor’s liability is limited as set out above.

• There is no obligation on Canopy or the Appointor to supply voucher copies or tear sheets or, for Digital Product advertising, campaign statistics or screen grabs and their absence shall not affect the Advertiser’s liability for the agreed charge.

• While all reasonable endeavours will be made as soon as possible after receipt by Canopy or the Appointor of any replies to forward those replies to the Advertiser or as it may direct to Box numbers or email addresses, Canopy or the Appointor accepts no responsibility in respect of any loss or damage alleged to have arisen through delay in forwarding or omitting to forward such replies.

• Canopy or the Appointor will not be liable for any loss of copy, artwork, photographs, banner advertisements, interstitials or microsites, images, sound files and animations or other materials, which the Advertiser warrants that it has retained in sufficient quality and quantity for whatever purpose.

• Should Canopy or the Appointor omit or suspend an Advertisement on the grounds that the Advertiser has failed to disclose the identity of his client or the products/services on offer, no claim on the part of the Advertiser for damages or breach of contract will arise.

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9. SECURITY

• The Advertiser shall at all times comply with security standards ISO/IEC27002 and ISO/IEC27001 (the Standards) and shall carry out regular audits as may be required by the British Standards Institute to ensure compliance and shall, on request, provide copies of the reports of such audits to the Publisher. If such audits show any non-compliance, the Advertiser shall remedy such breaches of the Standards forthwith at its own expense. Any breach of the Standards shall be grounds for immediate termination by Canopy or the Appointor of the OA and all payments shall become immediately due to Canopy or the Appointor.

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GENERAL

• No waiver or indulgence by Canopy or the Appointor shall be effective save in relation to the matter in which it is specifically given.

• Where the Appointor provides a reader enquiry service for the benefit of its readers, it shall not be contractually bound to pass such enquiries to the Advertiser. Canopy or the Appointor will not be liable for any cost incurred as a result of increased demand for its publicity materials, and accepts no liability for postal delays, loss or damage to address labels in transit.

• Canopy or the Appointor and the Advertiser warrant that they will duly observe all their obligations under the Data Protection Act 1998 (as applicable) which may arise in connection with this Agreement.

• Canopy or the Appointor and the Advertiser warrant that they will duly observe all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

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10. SEVERANCE

• If any provision of the Conditions is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable Canopy or the Appointor has the right to amend that provision in such reasonable manner as to achieve the intention of the parties or at the discretion of Canopy or the Appointor, it may be severed from the Agreement between Canopy or the Appointor and the Advertiser and in any event the remaining provisions of these Conditions shall remain in full force and effect unless Canopy or the Appointor at Canopy or the Appointor’s discretion decides that the effect of such declaration will defeat the original intention of the parties in which event Canopy or the Appointor shall be entitled to terminate the Agreement between Canopy or the Appointor and the Advertiser by ten days’ notice to the Advertiser.

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11. JURISDICTION

• The Agreement which incorporates these Conditions shall be construed under and governed by the law of England and the parties submit to the exclusive jurisdiction of the English Courts.