BEST OF ENGLAND – TERMS OF BUSINESS
- EFFECT OF THESE TERMS OF BUSINESS
These Terms of Business apply to all entries that are accepted for publication by Best of England on its website and in hard copies of its publications whether or not these terms have been formally agreed in writing by the Advertiser. No other terms shall apply unless they are in writing and signed by a duly authorised signatory of the Publisher and of the Advertiser.
These Terms contain the following definitions:
”Advertiser” means the person or company paying for Material to be included in the Publication and/or the Website; “Contract” means the contract between the Publisher and the Advertiser that incorporates these Terms of Business; “Material” means information in the Publications and/or the Website concerning the Advertiser and the Advertiser’s business, including text, hyperlinks, photographs, images and artwork and includes but is not limited to information provided by the Advertiser for publication; “Publication” Means the book(s) entitled Best of England to be published and distributed by the Publisher; “Publisher” means SJR Studio Ltd Company No: 09679054 (and includes its associated and subsidiary companies). Registered Address: 2 Corner Cottage, Fletching, Uckfield, East Sussex, United Kingdom, TN22 3SS. Incorporated in England & Wales “Rate Card” means the Rate Card on the Website showing the various price and publishing options available to Advertisers; and “Website” means www.bestinEngland.com
- PUBLISHER’S RIGHTS AND DUTIES
3.1 Any order by the Advertiser for publication of Material is subject to the Publisher’s written acceptance.
3.2 The Publisher shall, subject to these Terms of Business and receipt of the appropriate fees from the Advertiser, publish Material in the Publications for which the Advertiser has paid fees in accordance with the Rate Card.
3.3 The Publisher does not guarantee any specific positioning of any Material in any Publication or on the Website.
3.4 The Publisher has the right at its absolute discretion to decline to publish any Material or to remove any Material from the Website or its Publications without giving a reason. In that case a due proportion of any payment already made by the Advertiser will be refunded.
- THE MATERIAL
4.1 The Advertiser acknowledges that the Publisher will prepare the Material for publication and arrange for photographs of the Advertiser’s property to be taken for inclusion in the Material.
4.2 The Advertiser will give the Publisher and its authorised personnel including photographer access to the Advertiser’s property on the dates and times previously agreed with the Publisher.
4.3 The Advertiser will promptly provide any information concerning the Advertiser and its business as the Publisher may from time to time request.
4.4 The Publisher will prepare all Material for publication and may, but is not obliged to, send the Material to the Advertiser for review before publication. The Publisher will consider any comments or suggestions received from the Advertiser but the Publisher shall have the final decision on the content and format of all Material. The Publisher is entitled to change any Material after publication if it considers the change to be appropriate and may, but will not be obliged to, send the proposed change to the Advertiser for review before it is published.
4.5 The Advertiser shall promptly inform the Publisher of any error in any Material and the Publisher shall take all reasonable steps to rectify the same on the Website and in any future edition of the Publication that has not yet been printed.
4.6 Any change in its business that necessitates a change in the Material shall be promptly notified by the Advertiser and the Publisher will take reasonable steps to make the change as soon as practicable.
4.7 The Advertiser acknowledges that copyright and all other intellectual property rights in all Material prepared and published by the Publisher and copyright in all images supplied by the Advertiser shall belong to the Publisher who shall be free to use, publish or sell all or part of the Material for any purpose and in any medium. However, in the case of the Advertiser’s trademark and logo, copyright remains with the Advertiser and the Publisher shall have an irrevocable licence to use the same for the duration of the Contract.
4.8 The Advertiser shall not be entitled to make use of any of the Material without first obtaining the written consent of the Publisher and upon terms (including payment) to be agreed between them. If the Advertiser makes use of any of the Publisher’s images without prior approval, it will be liable to pay the Publisher’s charges for use of those images that are current at the time.
- ADVERTISER’S WARRANTIES
5.1 General Warranties
The Advertiser warrants that:
5.1.1 it has full authority to enter into the Contract and supply images to the Publisher for inclusion in the Material without breaching any contract or infringing the rights of any third party including, without limitation, copyright, trade marks or other intellectual property rights;
5.1.2 all information supplied in connection with the Material will be accurate and complete and will not contain anything which is false, misleading, offensive or unlawful;
5.1.3 in the case of Material that contains the name, comments or pictorial representation of a living person, that person has given the Advertiser consent in writing for the Material to be used by the Publisher for the purpose of the Contract; and
5.1.4 the Advertiser is fully responsible for the terms of any contract for the sale of goods or services to customers who respond to the Material displayed by the Publisher.
The Advertiser further warrants that:
5.2.1 no hypertext link from any Material to the Advertiser’s website will render the Publisher liable to any claim or proceedings nor will there be any link from the Material to any website containing offensive or unlawful material;
5.2.2 the Advertiser will promptly inform the Publisher in writing of any malfunction or any change which would affect the functioning of any link from the Material and in the case of malfunction the Advertiser will promptly take steps to rectify the fault at its own expense; and
5.2.3 no hypertext link from any Material to the Advertiser’s website will affect the ability of any user of the Website to click on the back button on the browser back to the Website.
The Advertiser shall indemnify the Publisher against all expenses, damages and losses of any kind incurred by the Publisher in connection with any claims, actual or threatened, of any kind arising out of any breach or alleged by the Advertiser of the above warranties or any other breach of contract.
- PRICES AND PAYMENT
6.1 Publication rates quoted by the Publisher are available in the Rate Card on the Website and may be changed by the Publisher without prior notice. Any booking made by the Advertiser and any quotation given by the Publisher will be valid for 30 days at the rates applicable at the time the booking was made or quotation given.
6.2 Prices are exclusive of Value Added Tax which the Advertiser shall pay to the Publisher in addition to the agreed prices, as appropriate.
6.3 Payment must be made in advance of publication of Material. Any failure to settle any part of any invoice within 28 days from the invoice date will entitle the Publisher (a) to suspend or withdraw publication of Material until payment is received in full, and (b) to charge simple interest at 8 per cent p.a. above Bank of England Base Rate on any outstanding balance, from the invoice date until the date that payment is received in cleared funds.
- LIMIT OF LIABILITY
7.1 If the Publisher fails to publish any Material in accordance with the Contract (and that failure is not attributable to any act, omission or breach of the Contract by the Advertiser), the Publisher’s liability shall be limited (at the option of the Publisher) to either:-
(a) publishing the Material as soon as reasonably practicable following the period during which the Material was originally scheduled to run; or
(b) refunding to the Advertiser a due proportion of the price paid or, if payment has not yet been made, the Publisher will agree to waive an appropriate portion of the price.
7.2 Under no circumstances shall the liability of the Publisher to the Advertiser exceed an amount equal to the fees payable by the Advertiser to the Publisher.
7.3 In no event shall the Publisher be liable (in contract or in tort) for any indirect, special, consequential or economic loss of any kind incurred by the Advertiser including without limitation loss of profits, business, contracts, revenue or goodwill.
- FORCE MAJEURE
Neither the Advertiser nor the Publisher shall be in breach of these Terms of Business or under any liability to the other for any delay, loss or damage that is attributable to Force Majeure, so long as the party affected (a) informs the other party in writing of the occurrence of Force Majeure, and (b) makes all reasonable efforts to mitigate the effect of Force Majeure. An act of Force Majeure means: anything beyond the control of the party affected and includes, but is not limited to, power failure, network overload, interruption to an internet service, malfunction in a telecommunication system or computer service, breakdown of equipment, link failure, default or failure of a third party including those with whom the Publisher has any dealings in relation to the Website or the Publication), strike or labour dispute (except of the workforce of the party claiming Force Majeure), natural disaster, flood, or fire, war, terrorism or action of any government or regulatory authority.
- CANCELLATION OR TERMINATION
9.1 The Advertiser may not cancel any order for publication of Material which has been accepted in writing by the Publisher without paying the full price unless at least [3 months’] notice is given to the Publisher. The Advertiser will not be entitled to a refund in respect of Material in any Publication that has already been prepared for printing. The Publisher will decide what, if any, refund is to be made in any case when the Advertiser gives notice of cancellation.
9.2 If the Advertiser is in breach of the Contract or fails to comply with any reasonable requirement of the Publisher previously communicated in writing, the Publisher shall be entitled, at its election, either to terminate the Contract on giving written notice to the Advertiser or to suspend publication or remove the Material (in which case the Publisher shall use its best efforts to give prior written notice of suspension, removal or termination).
9.3 Either party may terminate the Contract by written notice if the other party becomes insolvent or has an administrator or receiver appointed over any of its assets or, if a company, it goes into liquidation or ceases trading.
- RESOLUTION OF DISPUTES
10.1 The Publisher and the Advertiser will endeavour to resolve any dispute by direct negotiation between senior executives of each party.
10.2 Any dispute which cannot be resolved amicably by direct negotiation may be referred, if required by either party, to mediation, and the relevant CEDR (Centre for Effective Dispute Resolution) rules shall apply to the mediation.
10.3 Any dispute that is not resolved by agreement or through mediation will be finally resolved by the English courts.
- GOVERNING LAW
These Terms of Business and the Contract are governed by English law.
12 GENERAL PROVISIONS
12.1 Entire agreement. The Contract, which incorporates these Terms of Business, contains the entire agreement of the parties and supersedes any previous agreements or understandings between them in relation to its subject matter.
12.2 Variation. No variation of these Terms of Business shall be effective unless made in writing and signed by or on behalf of each of the parties.
12.3 No representation. Each of the parties acknowledges that in entering into these Terms of Business it has not relied on any representation or warranty unless set out in these Terms and that (in the absence of fraud) it will not have any remedy arising out of any representation or warranty.
12.4 Severability. If any provision of these Terms of Business is held by a court to be unenforceable or invalid, this will not affect the remaining provisions. If a provision that is found to be unenforceable or invalid would be effective if part of it were deleted or modified, then the provision in question will be modified as necessary to make it valid and enforceable.
12.5 Waiver. No delay or failure by either party to exercise any of its rights under these Terms of Business will operate as a waiver of any of those rights. To be effective, a waiver must be in writing and duly served on the other party.
12.6 Notices. Any notice must be in writing and sent by e-mail, first class post or delivered by hand. Notice sent by e-mail or by hand shall be treated as having been served on the date of transmission/delivery unless this is outside the normal working hours of the recipient, in which case it shall be treated as served on the next working day. A notice sent by post shall be treated as having been served 2 working days after posting.
In the case of email, each party will designate one email address for the sending and receipt of notices and each party will retain and produce to the other upon request evidence showing that its service provider has confirmed that each email notice it sends has been received.
12.7 Assignment. The Advertiser shall not assign or transfer any of its rights or obligations to a third party without the prior written consent of the Publisher
12.8 Third Party Rights. Nothing in these Terms of Business is intended to give any third party any rights in relation to these Terms under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated.
13. USAGE OF PHOTOGRAPHY
13.1 As a subscriber,photos can be used for your own website and social media channels for the duration of your subscription but cannot to be given to the press or 3rd party publication and or website
13.2 Best of England retains the copyright. Images cannot be altered in any way or issued to third parties for any commercial gain.
13.3 Photos cannot be used under any circumstances within printed media
13.4 Before any usage of imagery is permitted, a representative from your company must complete our “Photo Policy” form which can be found here.
13.5 Unauthorised usage of imagery will be invoiced at a rate of £50 per image, per month, per channel from the copyright infringement to the date at which the image is removed. A channel is defined as a website or a social media platform.
13.6 Our images are not free. If approved, you must purchase a license for each image that you want to use for any purpose. If you are caught using an unlicensed image you will be fined for the image license.
13.7 Copyright is not transferred with the license of an image. When you pay, you are paying to use the image, not to own the image. Best of England always retain their copyrights and other customers can license the same image at any time. This means that the images are non-exclusive and that anyone may download and use the same image for competitive or other purposes.
13.8 Images licensed are for the End User only. Anyone working on a project for the End User may have access to the image only for projects for the End User. Licenses are non-transferable. A license must be purchased for each image and each End User. If you have multiple clients that want to use the same image, you must purchase a license for each client