In these Terms and Conditions, the following expressions shall, unless the context
otherwise requires, have the following meanings:
“Advertisement” means material that the Buyer requests to be published by METRO;
“Advertiser” means the advertiser of the product or service referred to in the Advertisement;
“METRO” means Metro, a division of Newspapers Limited of Northcliffe House, 2 Derry Street, Kensington, London, W8 5TT (Company Number 84121);
“Buyer” means the person placing the order for publication of the Advertisement with METRO (whether it be the Advertiser or the Advertiser’s advertising agency or media buyer or other third party);
“Campaign End Date” means the last date for publication of the Advertisement;
“Campaign Start Date” means the earliest date for publication of the Advertisement;
“Campaign Window” means the period between the Campaign Start Date and Campaign End Date (inclusive);
“Fee” means the sum payable by the Buyer in respect of the Advertisement;
“Rate Card” means METRO’s rate card in effect for the time
“Terms” means these terms and conditions;
“Technical Specifications” means, for online display advertising, METRO’s technical specifications for such online display advertising; and
1.2 Words in the singular include the plural and in the plural include the singular. Headings do not affect the interpretation of these Terms.
- APPLICATION OF TERMS
2.1 The contract between the Buyer and METRO shall be on these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer/Advertiser purports to apply under any purchase order, confirmation of order, specification or other document). Any variation to these Terms shall have no effect unless expressly agreed in writing and signed by both parties.
2.2 No contract shall subsist between the Buyer and METRO until a written acknowledgement is issued by METRO or (if earlier) METRO publishes the Advertisement.
3.1 Payment in respect of the advertisement (including any associated production, late copy and box number charges) is due in advance of publication except where the Publisher has confirmed its agreement in writing to allow credit to the Buyer, in which case the due time for payment shall be no later than 2pm (i) if the Buyer is a recognised agency under the Joint Recognition Scheme of the Newspaper Publishers Association Limited and the Newspaper Society, on the last working day of the month following that in which the advertisement appeared; or (ii) in any other case on the last working day prior to the 16th day following the end of the month in which the advertisement appeared. Full details of each remittance are to be supplied to the Publisher by the due time. Payment shall mean (i) the receipt by the Publisher at its principal place of business (or elsewhere as it may direct) of cash or a cheque subsequently honoured or at its bank of monies transferred electronically or through the clearing banks giro credit system or (ii) payment by credit card. For the avoidance of doubt in determining the last working day of the month only English bank holidays shall apply.
3.2 Failure to pay any invoice by the due date will result in cancellation of credit facilities. A commission of 15 per cent is allowed to all advertising Agents recognised by the Newspaper Publishers Association.
3.3 All gross newspaper advertisement rates (except Classified lineage and semi-display) are subject to a 0.1per cent Advertising Standards Board of Finance surcharge, payable by the advertisers, to help finance the self-regulatory control system administered by the Advertising Authority.
3.4 Mail order Advertisements are accepted only after the Newspaper Publishers Association Application Form has been completed, approved and the appropriate payment made to the Central Fund.
3.5 It is the Publisher’s practice to provide an invoice for each insertion/advertisement published. Open item statements are provided to each Buyer to whom credit is extended at the beginning of the month in which payment is due. Liability for payment arises from publication of the insertion/advertisement. Further, all items on the statement are deemed to be payable; any errors or omissions must be communicated to the Publisher in time to be rectified before payment becomes due. Payment for the advertisement shall be made as aforesaid whether or not the Buyer shall have provided the Publisher with an order or number at the time the advertisement was booked.
3.6 The Buyer agrees to pay METRO in respect of each advertisement for which payment is not made by the due time: (a) the sum of £25 as an administration charge and (b) interest on the amount paid late at the rate of four per cent above the base rate of National Westminster plc accruing from day to day (including the day on which payment was due) both before and after judgment. Any such additional charge is payable within seven days following delivery of the Publisher’s invoice particularising it.
3.7 For the avoidance of doubt, VAT (if applicable) shall be payable on any sums due to METRO pursuant to these Terms.
- GRANT OF LICENCE
The Buyer hereby grants to METRO a worldwide licence to: (i) reproduce, display and transmit the Advertisement in all formats (whether now known or otherwise) including without limitation in electronic, digital, website, print, and all other media, and to permit readers of its publications and users of its website(s) to access the Advertisement and (ii) use screen grabs of the Advertisement in order to enable METRO to market and advertise itself and the services which it provides.
- DEADLINE FOR SUBMISSION OF ARTWORK AND/OR COPY
The Advertisement and all artwork and copy must be received by METRO by email no less than two working days prior to the Campaign Start Date and must comply with the Artwork Specifications. It is the responsibility of the Buyer to check the correctness of the Advertisement and METRO accepts no liability for any error in an Advertisement.
- REJECTION, CANCELLATION, CHANGES
6.1 METRO shall not be bound by any notification of cancellation of the Advertisement
unless it is in writing and received by METRO at least 15 days prior to the Campaign Start
6.2 METRO may, in its sole discretion, accept a written notice of change to the Advertisement or positioning of the Advertisement from that detailed in the Insertion Order (“Campaign Change”) received less than 15 days prior to the Campaign Start Date subject always to Clause 5 above. In such event, METRO and the Buyer shall agree a revised Fee.
6.3 METRO may, in its sole discretion, accept a Campaign Change after the Campaign Start Date. In such event, METRO and the Buyer shall agree a revised Fee in respect of the Campaign Changeactually achieved during the Campaign Window prior to the effective date of any Campaign Change.
6.4 METRO may in its sole discretion decline to publish, omit, suspend, or remove the Advertisement or require the Advertisement to be amended at any time or change the position of any Advertisement otherwise accepted for insertion.
6.5 METRO shall not be bound by a stop order or cancellation or transfer of the advertisement and any such instructions otherwise than prior to the deadline therefore shall not (even though it be followed by METRO) affect the Buyer’s liability for payment for the advertisement. METRO may treat as a cancellation after the deadline the fact that the Buyer is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or is otherwise in breach of any of these conditions.
6.6 Buyers may make cancellations for newspaper advertisements and spaces over 36 column centimetres or more by giving notice 24 working days prior to the date of insertion. Spaces of less than 36 centimetres may be cancelled by giving notice 7 publishing days prior to the date of insertion. All notice of cancellations must be given both verbally to the relevant Advertisement Department and also in writing to the same.
6.7 There is no obligation on the Publisher to supply voucher copies or tearsheets and their absence shall not affect the Buyer’s liability for the agreed charge. Voucher copies or other acceptable facsimile illustrating publication of advertisements can be made available on request.
- BUYER’S WARRANTIES
The Buyer warrants that:
(a) the Buyer contracts with METRO as a principal notwithstanding that the Buyer may be
acting as an agent for the Advertiser;
(b) the publication of the Advertisement by METRO as originally submitted or as amended
pursuant to Clause 6 will comply with the ArtworkSpecifications;
(c) the Advertisement will comply with all applicable laws and regulations and industry codes of practice and will not contain any material which is defamatory or obscene and will not breach any contract or violate or infringe any copyright, trade mark or other rights of any third party and the Advertisement and any linked website/area/information will not render METRO liable to any proceedings in respect of the same;
(d) the Advertisement will not contain any virus, worm or Trojan horse;
(e) in respect of any Advertisement submitted for publication which contains the name and pictorial representation of any living person, the Buyer has obtained the authority of such person to make use of such name, representation and/or copy;
(f) in relation to any investment Advertisement, the Advertiser is, or the contents of the Advertisement have been approved by, an authorised person within the meaning of the Financial Services and Markets Act 2000 (or any act replacing such Act) or the Advertisement is otherwise permitted under the Act or any law or regulation which supplements or replaces that Act;
(g) where the Buyer is the Advertiser’s advertising agency or media buyer, that it is authorised to place the Advertisement;
(h) all information submitted by the Buyer or the Advertiser to METRO is true and accurate; and
(i) all advertising copy submitted to the Publisher 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.
METRO may, without derogation from the warranties contained in clause 8, refuse or require to be amended any artwork, materials and copy for or relating to an advertisement so as (i) to comply with the legal or moral obligations placed on METRO or the Buyer or the Advertiser or (ii) to avoid infringing a third party’s rights, the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority or the production and quality specifications stipulated or referred to in the Rate Card.
No complaint, claim or query by the Buyer or Advertiser (whether in relation to the Advertisement, an invoice or otherwise) shall affect the liability of the Buyer to pay the Fee in accordance with Clause 3.
- LIABILITY OF METRO
9.1 METRO shall not be liable for any indirect or consequential loss or for any loss of profits, business, goodwill, anticipated savings, information or data or business interruptions whether arising out of negligence, breach of contract or otherwise and whether or not METRO was advised of the possibility of such loss by the Buyer or any third party.
9.2 METRO shall not be liable for any loss of copy, artwork, photographs or other materials. It is the responsibility of the Buyer to check the correctness of the advertisement (and of each insertion of the advertisement if more than one). Without prejudice to condition 6, the Publisher assumes no responsibility for the repetition of an error in an advertisement ordered for more than one insertion unless notified immediately the error occurs. Any other matter of complaint, claim or query (whether in relation to the advertisement or the invoice) must be raised with the Publisher in writing within seven days following (as the case may be) insertion of the advertisement or of the date on which it is claimed the advertisement should have appeared. Without prejudice to the Publisher’s entitlement to be paid for the advertisement as published, the Publisher’s liability is limited to a maximum at its option of giving a credit for its charge for the advertisement (or in an appropriate instance) of publishing the advertisement for a second time without charge. Such complaint, claim or query shall not affect the liability of the Buyer for payment by the due time of the Publisher’s charges for that and all other advertisements. The Buyer shall not be entitled to withhold payments by reason of any alleged minor defect. No claim will be considered on colour or mono reproduction unless the Buyer has supplied material in accordance with the Publisher’s specifications. The mono specification is set out on the Rate Card, the colour specification is available on request.
9.3 Subject to Clause 10.4, in no circumstances shall the total liability of METRO exceed
the Fee for the Advertisement in question.
9.4 Nothing in these Terms shall exclude or limit liability for death or personal injury resulting from negligence of METRO or any other liability that cannot by law be excluded or limited.
- BUYER’S INDEMNITY
The Buyer shall indemnify METRO and keep it indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or reasonably foreseeably as a result of any breach or non-performance of any of the Buyer’s representations, warranties or obligations herein contained or implied bylaw.
11.1 The copyright in all artwork, copy and other material which METRO or its employees or
contractors has originated or reworked shall vest in METRO.
11.2 No waiver by METRO shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given.
11.3 Buyer may not assign, transfer or sell any of the rights granted hereunder without Metro’s prior written consent. Metro may at any time assign, transfer or sell any of its rights under this Agreement without Buyer’s consent.
11.4 A person who is not a party to the contract between the Buyer and METRO has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms but this Clause 12.4 does not affect a right or remedy of a third party which exists or is available apart from that Act.
11.5 The placing of an order in respect of an advertisement shall amount to an acceptance of these conditions. All order forms and similar documentation are to be, and are to be deemed to be, procedural only and have no effect on these conditions unless they are specifically drawn to the attention of the relevant Advertisement Manager or their immediate deputy in writing.
11.6 These conditions shall apply to each contract for METRO’s publication of an Advertisement together with such additional matter (if any) as may be set out elsewhere. Telephone reservations for space shall be treated in all respects as written orders, and all conditions including those relating to cancellation periods will apply as though the orders were in writing at the time of the telephone order.
11.7 These Terms and any contracts made hereunder shall be construed and governed by English law and the parties submit to the exclusive jurisdiction of the English
From time to time Metro may be asked to create artwork on behalf of an Advertiser. Metro’s creative team will provide such artwork, which Metro will ask for approval of by email. Metro’s artwork production includes three amendments from creative supplied to initial brief. Any further amendments are chargeable at £100 per hour. Metro will not charge for corrections or additions as a result of Metro’s errors.