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Tel: 01347 821 329
These Terms and Conditions apply to all advertising from 1ST May 2018 onwards.
The Thirsk Weekly News is a trading name of Easingwold Town Hall Company Limited.
1. Basis of contract
1.1 The purchasing of Advertising Services shall amount to an acceptance of these terms and conditions as part of the Contract. Insofar as there are any inconsistencies between elements of the Contract, the Order Confirmation shall prevail.
1.2 The Contract constitutes the entire agreement between the parties. The Advertiser acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of The Thirsk Weekly News which is not set out in the Contract.
1.3 Any samples, drawings, descriptive matter or materials issued by The Thirsk Weekly News, and any descriptions or illustrations contained on The Thirsk Weekly News's website, are issued or published for the sole purpose of giving an approximate idea of the Advertising Services described in them. They shall not form part of the Contract or have any contractual force.
1.4 These Conditions apply to the Contract to the exclusion of any other terms that the Advertiser seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. Supply of Advertising Services
2.1 The Thirsk Weekly News shall supply the Advertising Services to the Advertiser in accordance with the Contract in all material respects.
2.2 The Thirsk Weekly News shall use all reasonable endeavours to meet any delivery criteria specified in the Order Confirmation. Any dates are estimates only and time shall not be of the essence for performance of the Advertising Services.
2.3 The Thirsk Weekly News warrants to the Advertiser that the Advertising Services will be provided using reasonable care and skill.
2.4 Copy deadlines.
The Thirsk Weekly News provides no guarantee that it will publish any content for which the copy is received after the Copy Deadline and the Advertiser will be charged whether or not such copy is published.
2.5 Changes and non-publication.
(a) The Thirsk Weekly News shall have the right to make any changes to the Advertising Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Advertising Services.
(b) The Advertiser acknowledges and accepts that the Advertising Services are at all times subject to The Thirsk Weekly News editorial approval and control. The Thirsk Weekly News has the right in its sole discretion to decline to publish, or to omit, suspend or change the position of, any advertisement otherwise accepted for insertion or publication.
(c) The Thirsk Weekly News shall have the right to alter advertisements by cropping, overlaying, reducing or increasing the size, reconfiguring or re-purposing for use on it’s website, editing or altering.
(d) The Thirsk Weekly News will not publish any advertisements which do not comply with any production deadlines or technical specifications set out in the Delivery Specification or the Advertiser's obligations in clause 3 of the Contract.
The Advertiser remains liable for the Charges in respect of the Advertising Services in the event of changes or non-publication by The Thirsk Weekly News.
(e) The Thirsk Weekly News does not guarantee any position within a publication, unless agreed and paid extra for.
2.6 Errors and queries.
(a) If The Thirsk Weekly News does not publish an advertisement due to an error on the part of the Advertiser, it will not refund the Advertiser.
(b) If The Thirsk Weekly News does not publish an advertisement due to an error on the part of The Thirsk Weekly News, The Thirsk Weekly News will publish the advertisement another week. This will be the Advertiser's sole remedy in respect of errors.
(c) The Thirsk Weekly News assumes no responsibility for the repetition of an error in Advertising Services. If the Advertiser becomes aware of an error and notifies The Thirsk Weekly News immediately, The Thirsk Weekly News will endeavour to correct the error for the next insertion.
(d) Any other matter of claim or query in relation to the Advertising Services must be raised with The Thirsk Weekly News in writing within 7 days following the publication of the Advertising Services (or the date on which it is claimed the Advertising Services should have been published) that are the subject of the query, otherwise the Advertiser shall be deemed to have waived its rights to make such claim or query
(e) Notwithstanding any claims or queries relating to the Advertising Services, the Advertiser remains liable for the Charges.
(f) The Thirsk Weekly News's liability under this clause 2.6 is strictly limited to, at The Thirsk Weekly News's sole discretion, a credit against the charge for the Advertising Services, or part of the Advertising Services, or re-performance of the Advertising Services, or part of the Advertising Services.
2.7 Cancellation by the Advertiser.
(a) The Thirsk Weekly News will not be bound by a cancellation request unless it is in writing and The Thirsk Weekly News has confirmed receipt.
(b) The cancellation charges set out in the Delivery Specification apply.
2.8 Loss of materials. The Thirsk Weekly News will not be liable for any loss of copy, artwork, photographs or other materials. It is the Advertiser's responsibility to keep copies of any such materials provided to The Thirsk Weekly News.
2.9 Indemnity. Advertiser Shall indemnify and shall keep The Thirsk Weekly News indemnified on demand against any and all Liabilities arising out of or in connection with any claim from any person:
(a) with respect to the Advertiser's advertising or the Advertising Services;
(b) that The Thirsk Weekly News's use of the Advertiser's Intellectual Property Rights in relation to the advertisement infringes the rights of any third party; or
(c) that the Advertiser's advertising contains defamatory matter, breaches any contract, law, regulation (including Advertising Regulation) or duty of confidentiality or constitutes contempt of court.
3. Advertiser's obligations
3.1 The Advertiser must:
(a) co-operate with The Thirsk Weekly News in all matters relating to the Advertising Services;
(b) provide The Thirsk Weekly News with such information and materials as The Thirsk Weekly News may reasonably require in order to supply the Advertising Services, and ensure that such information is accurate in all material respects;
(c) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Advertising Services are to start; and
(d) comply with all relevant law and regulation including codes and industry guidance with respect to the Advertising Services and each advertisement as well as the offer contained in the advertisement.
3.2 The Advertiser warrants that:
(a) in relation to an advertisement, the Advertiser contracts with The Thirsk Weekly News as a principal notwithstanding that the Advertiser may be acting directly or indirectly for an advertiser as an advertising agent or media buyer or in some other representative capacity;
(b) the reproduction and/or publication of the advertisement submitted to The Thirsk Weekly News will not breach any contract or infringe or violate any copyright, trademark or other personal or proprietary right of any person nor will it give rise to any claim;
(c) each advertisement complies with the requirements of all applicable law and regulation;
(d) each advertisement is legal, decent, honest and truthful and will not contain any defamatory matter;
(e) all advertising materials submitted electronically to The Thirsk Weekly News will be free of any viruses, adware, malware, bit torrents and any other harmful or malicious software or code and will not cause an adverse effect on The Thirsk Weekly News or its Group's computer systems or websites;
(f) it complies with and will continue to comply with all applicable laws and regulations relating to anti-bribery and anti-corruption (including the Bribery Act 2010 and the Foreign Corrupt Practices Act 1977); and
(g) where the Advertiser is an agency acting for its client, the Advertiser warrants that it is authorized by the client to place the advertisement with The Thirsk Weekly News and the Advertiser indemnifies The Thirsk Weekly News against any claim made by the client in relation to the advertisement.
3.3 The Thirsk Weekly News's acceptance of an advertisement for insertion or publication shall not be deemed to constitute The Thirsk Weekly News's acceptance that the Advertiser has complied with its obligations under this clause 3, or that The Thirsk Weekly News has waived any of its rights under this Contract.
3.4 If The Thirsk Weekly News's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Advertiser or failure by the Advertiser to perform any relevant obligation (Advertiser Default):
(a) The Thirsk Weekly News shall, without limiting its other rights or remedies, have the right to suspend performance of the Advertising Services until the Advertiser remedies the Advertiser Default, and to rely on the Advertiser Default to relieve it from the performance of any of its obligations to the extent the Advertiser Default prevents or delays The Thirsk Weekly News's performance of any of its obligations;
(b) The Thirsk Weekly News will not be liable for any costs or losses sustained or incurred by the Advertiser arising directly or indirectly from The Thirsk Weekly News's failure or delay to perform any of its obligations as set out in the Contract; and
(c) the Advertiser shall reimburse The Thirsk Weekly News on written demand for any costs or losses sustained or incurred by The Thirsk Weekly News arising directly or indirectly from the Advertiser Default.
4. Charges and payment
4.1 In respect of any Advertising Services for which The Thirsk Weekly News charges pre-set rates, The Thirsk Weekly News reserves the right to change such pre-set rates at any time.
4.2 The Charges for the Advertising Services shall be as specified in the Order Confirmation.
4.3 Payment must be made by the Advertiser to The Thirsk Weekly News prior to the production deadline for the Advertising Services.
4.4 The Advertiser shall pay each invoice submitted by The Thirsk Weekly News:
(a) within 30 days of the date of the invoice or the date specified on the invoice, whichever is earlier;
(b) in full and in cleared funds to a bank account nominated in writing by The Thirsk Weekly News; and
(c) time for payment shall be of the essence of the Contract.
4.5 All amounts payable by the Advertiser under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by The Thirsk Weekly News to the Advertiser, the Advertiser shall, on receipt of a valid VAT invoice from The Thirsk Weekly News, pay to The Thirsk Weekly News such additional amounts in respect of VAT as are chargeable on the supply of the Advertising Services at the same time as payment is due for the supply of the Advertising Services.
4.6 If the Advertiser fails to make any payment due to The Thirsk Weekly News under the Contract by the due date for payment, then the Advertiser shall pay interest on the overdue amount at the rate of 4 per cent per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Advertiser shall pay the interest together with the overdue amount.
4.7 The Advertiser shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Thirsk Weekly News may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Advertiser against any amount payable by The Thirsk Weekly News to the Advertiser.
4.8 Any queries in relation to Charges must be raised by the Advertiser within 7 days of the date of the invoice. In any such circumstances, The Thirsk Weekly News's liability is strictly limited either (at The Thirsk Weekly News's option) to giving the Advertiser a credit against the Charges for the Advertising Services or re-publishing without charge the Advertising Services in whole or in part. Such complaint, claim or query shall not affect the Advertiser's liability for payment by the due time of The Thirsk Weekly News's charges for that and all other advertisements
5. Intellectual property rights
5.1 Each party shall own and retain all right, title, and interest in its Intellectual Property Rights.
5.2 Unless otherwise agreed in writing, all Intellectual Property Rights created by The Thirsk Weekly News or its group arising out of or in connection with the Advertising Services shall be owned by The Thirsk Weekly News and, unless otherwise agreed in writing, shall only be licensed to the Advertiser for the duration of the Advertising Services. Any use outside of this period shall incur additional fees.
5.3 Unless otherwise agreed in writing, all information or data, including personal data, obtained through or derived as a result of The Thirsk Weekly News's provision of the Advertising Services shall be owned by The Thirsk Weekly News or its group
6. Data protection
6.1 The parties will comply with their obligations under the Data Protection legislation.
6.1.1 The Advertiser shall do such things as The Thirsk Weekly News may reasonably require to enable it and to comply with their respective obligations from time to time under the data protection legislation, which may include entering into other documents to give effect to this Clause 6
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract. The restrictions in this clause will not apply to any information developed independently of and without reference to any confidential information provided to the receiving party by the disclosing party.
8. Limitation of liability: THE ADVERTISER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 Nothing in the Contract limits or excludes The Thirsk Weekly News's liability for:
(a) death or personal injury caused by its negligence;
(b) any fraudulent act or omission or wilful misconduct; or
(c) any loss, damage, cost or expense that may not otherwise be limited or excluded by applicable law.
8.2 Subject to clause 8.1:
(a) The Thirsk Weekly News's liability to the Advertiser in contract, tort (including negligence or breach of statutory duty, misrepresentation or otherwise) or for any common law or statutory cause of action or otherwise arising by reason of or in connection with this Contract shall be limited to the fees paid to The Thirsk Weekly News by the Advertiser in respect of the Advertising Services from which such liability arises;
(b) The Thirsk Weekly News will not be liable to the Advertiser for any indirect, incidental, punitive or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, even if foreseeable, or if such entity has been advised of the possibility of such losses including loss of profits, loss of revenue and loss of business; and
(c) To the extent permissible at law, all other conditions, warranties or other terms which might be implied or incorporated into this Agreement, whether by statue, common law or otherwise, are excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and the use of reasonable skill and care.
9.1 The Contract will remain in force for the duration of the Advertising Services specified in the Order Confirmation.
9.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within five days of that party being notified in writing to do so; or
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply.
9.3 Without limiting its other rights or remedies, The Thirsk Weekly News may:
(a) suspend provision of the Advertising Services under the Contract or any other contract between the Advertiser and The Thirsk Weekly News if the Advertiser becomes, or The Thirsk Weekly News reasonably believes the Advertiser is about to become, subject to any of the events listed in clause 9.2(b), or if the Advertiser fails to pay any amount due under this Contract on the due date for payment; and
(b) terminate the Contract with immediate effect by giving written notice to the Advertiser if the Advertiser fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.
10. Consequences of termination
On termination of the Contract for any reason:
(a) the Advertiser shall immediately pay to The Thirsk Weekly News all of The Thirsk Weekly News's outstanding unpaid invoices and interest and, in respect of Advertising Services supplied but for which no invoice has been submitted, The Thirsk Weekly News shall submit an invoice, which shall be payable by the Advertiser immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication survive termination shall continue in full force and effect.
11. Force majeure
11.1 The Thirsk Weekly News shall not be liable to the Advertiser as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
11.2 If the Force Majeure Event prevents The Thirsk Weekly News from providing any of the Advertising Services for more than three weeks, either party shall have the right to terminate this Contract immediately by giving written notice to the other party.
12.1 Assignment and other dealings.
(a) The Thirsk Weekly News may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Advertiser shall not, without the prior written consent of The Thirsk Weekly News, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in the Order Confirmation, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.4 No partnership or agency.
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
12.5 Third parties.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by The Thirsk Weekly News.
If any terms of this contract is found to be illegal, invalid or unforceable under any law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Contract and shall in no way affect the legality, validity or enforceability of the remaining terms
12.8 Governing law.
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
13.1 Definitions. In these Conditions, the following definitions apply:
Advertiser: the person or firm who purchases Advertising Services from The Thirsk Weekly News.
Advertising Regulation: any present or future applicable code of practice or adjudicationof the committee of Advertising Practice, Broadcast Committee of Advertising Practice or the Advertising Standards Authorityand includes any applicable modification, extension or replacement thereof in force from time to time, together with other UK laws, statutes and regulations which are cdirectly applicable to the Advertising Services
Advertising Services: the services supplied by The Thirsk Weekly News to the Advertiser as set out in the Order Confirmation.
Appendix: an appendix to these terms and conditions as set out below.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in the United Kingdom of Great Britain are open for business.
Charges: the charges payable by the Advertiser for the supply of the Advertising Services in accordance with clause 4.
Contract: the contract between The Thirsk Weekly News and the Advertiser for the supply of Advertising Services which consists of these Terms and Conditions, the Delivery Specification, any Order Confirmation, Trading Agreement, Campaign Agreement or other document which applies directly to the Advertising Services and incorporates by reference these Terms and Conditions.
Copy Deadline: the deadlines by which the Advertiser must provide The Thirsk Weekly News with any copy which makes up part of an advertisement, as set out in the Delivery Specification.
Data Protection Legislation: means all laws applicable to the processing of personal data, privacy and security, including the EU Data Protection Directie 95/46/EC (as will be superseded by the EU General Data Protection Regulation 2016/679);
Delivery Specification: the production deadlines, technical specifications set out at: http://www.thirskweeklynews.com/advertise.php or in an Order Confirmation, where applicable.
Force Majeure Event: an event beyond the reasonable control of The Thirsk Weekly News including strikes, lock-outs or other industrial disputes (whether involving the workforce of The Thirsk Weekly News or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery or ICT infrastructure, fire, flood, storm or default of suppliers or subcontractors.
Group: in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Liabilities: all costs and expenses, losses, damages and adverse effects resulting from any and all allegations, claims, judgements, causes of action, liabilities, obligations, deficiencies, penalties, interest and expenses (including the reasonable fees and expenses of solicitors and other professionals and specialists).
The Thirsk Weekly News: The Thirsk Weekly News trading name of Easingwold Town Hall Company Limited registered in England and Wales with company number 00035475 and any of its subsidiaries.
Order Confirmation: means the The Thirsk Weekly News document that sets out the details of the Advertising Services or any other document agreed in writing by the parties.
Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(c) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(d) a reference to writing or written includes e-mails.