Terms and conditions

1.INTERPRETATION

In these Conditions, save where the context requires otherwise, the following words and expressions have the following meaning:

"Advertisement" means the advertising material submitted for insertion on the website by the Advertiser in whatever form, or requested for production by the Advertiser, or in the case of print advertising, the Advertisement to be published in the TItle, such advert being as detailed on the Order Form;

"Advertiser" means the person, more particularly described in the Order Form, placing the Advertisement on the Escape website;

"Advertiser Content" means any text and or material in whatever form supplied by or on behalf of the Advertiser for incorporation into the Advertisement including and website links

"Agreement" means the agreement between Escape and the Advertiser on the terms set out in these Conditions and the Order Form;

"Confidential" Information means information which is identified as confidential or proprietary by either Advertiser or Escape or the nature of which is clearly confidential or proprietary;

"Copy Deadline Date" means the date by which the advertising copy is to be received by Escape from the Advertiser for inclusion in the Escape Magazine

"Display Date" means the date agreed between the parties for the upload / launch of the Advertisement on the Website

"Display Term" Means the agreed duration of the Advertisement as specified by the advertiser on the Order Form

"Intellectual Property Rights" means
(a) patents, trade marks, service marks, registered designs, applications for any of those rights, trade and business names (including Internet domain names), unregistered trade marks, unregistered trade and business names, database rights, copyrights, rights in designs and inventions; and
(b) rights of the same or similar effect to those specified in paragraph (a); in each case, in any jurisdiction;

"Fee" means the fee charged by Escape as set out in the Order Form;

"Order Form" means the details set out on the Order Confirmation Page of the Website.

"Payment Discount" means the discount offered from time to time by Escape from the Rate Card, in accordance with the terms set out on the Order Form

"Rate Card" means Escape's rate card in effect from time to time which sets out the fee scale for advertisements in the Title;

"Title" means the title or magazine (including any supplement) published by Escape Publications Limited

"Website" means the Escape website at URL www.escapepublishing.com

2. CONDITIONS

2.1. The making of an order by Advertiser for the placing of the Advertisement in the Website shall constitute unqualified acceptance by the Advertiser of these Conditions. Any conditions submitted, proposed or stipulated by the Advertiser in whatever form, whether written or oral, are expressly waived and excluded.

2.2. No change to the Agreement shall be binding unless agreed in writing by Escape.

3. PAYMENT

3.1. Unless otherwise agreed on the Order Form the Advertiser shall pay the sum due under Escape's order in full using the payment methods set out in the website

3.2. Escape has the right, at their absolute discretion to offer alternative payment terms, including payment discounts and promotional incentives, to the Advertiser, as agreed between the parties in writing. In such cases the advertiser shall pay the sum due under Escape invoice's within 30 days of the date of the invoice, unless other specific terms have been agreed between the parties.

3.3. Escape have the right, at their absolute discretion, to revoke any Payment discount terms offered to the Advertiser, should the advertiser fail to pay the sum due under Escape's invoice within the payment date stated on the invoice

3.4. Unless otherwise agreed in writing by Escape, Advertiser shall pay the Fee by approved credit card or debit card or by transmitting cleared funds direct to the Escape's bank account as shown on the invoice.

3.5. All prices are exclusive of Value Added Tax which Advertiser shall pay to Escape at the applicable rate at the same time as payment of the Fee.

3.6. Payment of the Fee shall become due immediately where Advertiser is:

3.6.1. a limited company and Advertiser passes a resolution for winding up Advertiser or its directors present a petition for winding up or an order for winding up Advertiser is made or if an administrative receiver or other receiver or manager is appointed over any of the assets of Advertiser; or

3.6.2. an individual or partnership, Advertiser (or any of its partners) is deemed unable to pay or has no reasonable prospect of being able to pay his debts within the meaning of Section 268 of the Insolvency Act 1986 or a petition for a bankruptcy order is made against him or a bankruptcy order is made against him;
or
in either case Advertiser enters into any kind of arrangement or compromise for the benefit of any creditors.

3.7. Where the Advertiser fails to pay the Fee due to Escape or any other sum due to Escape, Escape may refuse to publish any Advertisement otherwise accepted for insertion pursuant to the Agreement.

3.8. The Advertiser shall pay the reasonable costs of Escape in any action to recover outstanding payments due from Advertiser to Escape.

3.9. Escape may charge interest at an annual rate of 4 per cent. above the base rate of Barclays Bank Plc on any sum not paid on the due date.

3.10. The Advertiser acknowledges and agrees that once the Advertisement is displayed on the website or in the case of print advertising where the Copy Deadline Date has passed, there shall be no refunds or pro-rations of Fees even if the Advertiser elects to discontinue the display of the advertisement prior to the expiry of the Display Term

4. WARRANTY

4.1. The Advertiser hereby warrants and undertakes to Escape that:

4.1.1. the Advertiser contracts with Escape as a principal notwithstanding that the Advertiser may be acting directly or indirectly for a third party as an advertising agent or media buyer or in some other representative capacity;

4.1.2. the reproduction and/or publication of the Advertisement by Escape will not breach any contract or infringe or violate any Intellectual Property Rights or any other personal or proprietary right of any person or render Escape liable to any proceedings whatsoever;

4.1.3. any information supplied in connection with the Advertisement is accurate, complete and true;

4.1.4. in respect of any Advertisement which contains the name or pictorial representation (photographic or otherwise) of any person and/or any part of any person and/or any copy by which any person is or can be identified the Advertiser has obtained the authority of such person (or such person's authorised representatives) to make use of such name, representation and/or copy;

4.1.5. the Advertisement complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Economic Community) for the time being in force or applicable in the United Kingdom; and

4.1.6. all advertising copy submitted to Escape is legal, decent, honest and truthful and complies with the British Code of Advertising Practice and all other relevant codes under the general supervision of the Advertising Standards Authority;

4.1.7. where the Advertiser may be acting directly or indirectly for a third party as an advertising agent or media buyer or in some other representative capacity, Advertiser warrants that it is authorised by the Advertiser to place the Advertisement;

4.1.8. the Advertiser has all necessary rights, licences and clearances to enter into and perform the terms of this Agreement and to publish the Advertisement.

5. OBLIGATIONS OF ADVERTISER

5.1. The Advertiser is responsible for checking the correctness of the Advertisement (and of each insertion of the Advertisement if more than one).

5.2. Where the Advertiser may be acting directly or indirectly for a third party as an advertising agent or media buyer or in some other representative capacity, the Advertiser must supply the name of the third party and such information as Escape reasonably requires in relation to the products and services which are to be the subject of the Advertisement.

5.3. The Advertiser shall supply to Escape the Advertisement in final form (or in such other form as Escape may agree in writing) in good time prior to publication by Escape and, in any event, before any date agreed with Escape.

5.4. If the Advertiser fails to supply such information or supply the Advertisement in good time prior to publication, Escape may, without prejudice to its right to receive the Fee, refuse to publish or suspend the publishing of the Advertisement.

6. RIGHTS OF ESCAPE

6.1. Escape may, without prejudice to the warranties set out in Condition 4 , refuse or require to be amended any artwork, materials and copy for or relating to the Advertisement in order to:

6.1.1. comply with the legal or moral obligations placed Escape or the Advertiser; or

6.1.2. avoid infringing a third party's rights (including Intellectual Property Rights), the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority.

6.2. Escape may decline to publish, change the position of, postpone any publication dates of, or otherwise change or alter, any Advertisement otherwise accepted for insertion pursuant to the Agreement, in which event and where appropriate, Escape may refund an appropriate portion of the Fee as it considers fair and reasonable in the circumstances.

6.3. Although Escape will use reasonable efforts to comply with the wishes of the Advertiser, it does not give any warranty in relation to the date of insertion or publication, the position, the size, the wording, or the quality of the colour or mono reproduction of the Advertisement.

6.4. Escape may at any time decline to publish the Advertisement and may cancel for any reason the Agreement without notice, in which case, Escape shall refund any monies paid by Advertiser in respect of that Advertisement.

7. LIABILITY AND INDEMNITY

7.1. The Advertiser is responsible for checking and ensuring the correctness of the Advertisement (and of each insertion of the Advertisement if more than one). Escape therefore assumes no responsibility for an error in an Advertisement.

7.2. Escape's entire liability arising out of or under the Agreement whether based in contract, tort, negligence or on any other cause of action shall be limited to an amount equal to the Fee paid by the Advertiser in respect of the Advertisement to which the liability relates.

7.3. Escape shall not in any event be liable for any loss of profit, production, anticipated savings, goodwill or business opportunities or any type of indirect, economic or consequential loss even if that loss or damage was reasonably foreseeable.

7.4. Escape shall not be liable for any loss of copy, artwork, photographs or other materials relating to the Advertisement, which the Advertiser warrants that it has retained in sufficient quality and quantity for whatever purpose.

7.5. Where the Unfair Contract Terms Act 1977 applies, nothing in these Conditions shall exclude or limit Escape's liability for fraudulent misrepresentation or death or personal injury resulting from Escape's negligence.

7.6. Without prejudice to any other right or remedy available to Escape, the Advertiser shall fully and promptly indemnify Escape against all damages, proceedings, claims, demands, liabilities, losses, charges, costs and expenses which Escape may suffer or incur in connection with the Advertisement, any breach by the Advertiser of Condition 4 or the negligent or wrongful act or omission of the Advertiser or Advertiser's employees, agents or sub-contractors.

8.CONFIDENTIALITY

8.1. Neither party shall make use of or disclose to any third party any Confidential Information, which it receives in connection with the Agreement. This obligation shall continue without limit in point of time save in respect of information which was known to either party prior to disclosure, which is in or which comes into the public domain through no fault of either party or which is disclosed to either party by a third party who has received the information free from any obligation of confidentiality.

9. CANCELLATION

9.1. Escape may at any time decline to publish the Advertisement and may cancel for any reason the Agreement without notice, in which case, Escape shall refund any monies paid by Advertiser in respect of that Advertisement.

9.2. In the case of website advertising, the Advertiser has the right to cancel the advertisement without penalty provided it is communicated to Escape within 4 working days prior to the agreed display date of the advertisement.

9.3. In the case of print advertising, the advertiser has the right to cancel the advertisement without penalty, provided it is communicated to Escape within the earlier of 10 working days of the date of the Order or the Copy Deadline Date

9.4. Should the Advertiser decide to cancel the Advertisement after the date outlined in sections 9.1 and 9.2, Escape reserves the right to charge the Advertiser a cancellation fee equal to 50% of the full invoice value of the Advertisement.

9.5. No Advertisement cancellation will be recognized by Escape unless submitted in writing.

10. TERM AND TERMINATION

10.1. The term of the contract shall commence on the acceptance of an Order in accordance with Clause 2.1 and shall continue in force and effect until the completion of the Display Term, or in the case of print advertising the publication date, unless terminated earlier

10.2. Without prejudice to its rights and remedies under the contract, Escape may at any time, notwithstanding anything contained in the contract, terminate the contract in whole or in part, without prejudice to Escape's right to be paid by the Advertiser any monies due at the termination in the event of

10.2.1. Escape's publication of the website being restricted, curtailed or prevented by any law or any other act beyond Escape's control;

10.2.2. in its sole opinion, the Advertisement and/or its content is considered to have an adverse effect on the name, reputation, or business of Escape

10.2.3. the Advertiser is in breach of any term, condition or provision of the contract

10.2.4. the Advertiser fails to pay the fees in accordance with Clause 3 of this Agreement

10.3. Termination or expiry of the contract, however caused, shall not prejudice the rights that either party may have accrued wither prior to termination or expiry

10.4. Clauses 3,4,7,8,9 and 11 of these Terms shall remain in full force and effect following termination of the contract

11. General

11.1. Save as set out in these Conditions, all other conditions, warranties, representations or obligations whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

11.2. No failure or delay by Escape in exercising any right under the Agreement shall operate as a waiver thereof or extend to or affect any other or subsequent event or impair any rights or remedies consequent thereon or in any way modify or diminish the rights of Escape under the Agreement.

11.3. The Advertiser shall not assign or sub-contract or purport to assign or sub-contract the Agreement or any of its obligations thereunder without the prior written consent of Escape.

11.4. Escape may assign the whole or part of its rights and obligations under the Agreement to any other member of the group of companies of which Escape is a member.

11.5. If any Condition shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other Condition all of which shall remain in full force and effect.

11.6. Any notice to be given under these Conditions may be delivered, or be sent by first class pre-paid post addressed to the party to be served at the address for such party last known to the party giving the notice or may be transmitted by telecopier to the telecopier number of the party to be served last known to the party giving notice. Notices served by post shall be deemed served on the second business day after posting. Notices served by telecopier shall be deemed served on the next business day after despatch provided that the original of the telecopier notice is sent by first class mail on the same day as the telecopier is despatched.

11.7. In the event of a conflict between the Order Form and these Conditions, these Conditions shall prevail unless the Order is expressed to amend these Conditions by reference to a specific Condition.

11.8. The Agreement and any contract subject to these Conditions shall be governed by and construed in accordance with English law and the Advertiser submits to the non-exclusive jurisdiction of the English Courts.