NetComposites Now Terms and Conditions
1. Definitions & Interpretation
1.1 In these terms and conditions:
"Advertisement" means any kind of promotional or advertising material (including, but not limited to, advertorial content, classified and/or recruitment advertising) that is to be published or otherwise displayed by electronic means (including, but not limited to, banner, skyscraper, news sponsorship, pop-up, leader, button or other forms of online or electronic display advertising) via or as part of or in connection with any Online Publication;
"Advertisement Confirmation" means NetComposites' written confirmation of the Buyer's order with relation to advertising;
“the Advertiser” means any person or company who promotes products or services to the general public or a section of the public, whether such person is the Buyer or not;
"Advertiser Dependencies" means the Copy Deadline, together with any other obligations of the Buyer which NetComposites may specify in connection with the proposed publication of the Advertisement (whether included in the Advertisement Confirmation, the Media Kit, the Booking Form or otherwise) including, but not limited to, the delivery format and/or file configuration in which any copy for the Advertisement is to be supplied to NetComposites;
“Booking Form” means the form completed by you and submitted to NetComposites confirming your advertising request;
"the Buyer" means the person placing the order with NetComposites for the publication of the Advertisement (including, but not limited to, the Advertiser's advertising agency or media buyer);
“Content” means anything written, by NetComposites or any other company, that appears on this website.
“Copy Deadline” means the date set by NetComposites whereby all advertising copy must be received;
“Customer” means any person or company using this site or purchasing a product or service from NetComposites.
"the Media Kit" means the media kit from time to time in force which is used by NetComposites and as such may include (amongst other things) NetComposites' scale of advertisement rates and also technical specifications relating to the standard and quality of reproduction of any Advertisement including its setting, style, delivery format, file configuration and size and wording;
"NetComposites" means NetComposites Ltd (company no. 03567631) with its registered office at 4a Broom Business Park, Bridge Way, Chesterfield, S41 9QG;
"Online Publication" means any website or newsletter operated or controlled by NetComposites;
“Print Publication” means any item that is printed where the advertisement is displayed;
“Website Content Viewer” means any person viewing this site.
"Working Days" means 9am to 5pm any day Monday to Friday inclusive other than bank and other UK public holidays.
1.2 Where the context so admits, words importing the one gender shall include all other genders and words importing the singular shall include the plural and vice versa. A reference to a statute, statutory provision or other legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment.
2. Application of these Terms and Conditions
2.1 All Advertisements accepted by NetComposites are accepted subject to these terms and conditions which shall apply to the exclusion of all other terms and conditions (including any which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). Any variation to these terms and conditions and any representations about the Advertisement shall have no effect unless expressly agreed in writing and signed by an authorised representative of NetComposites. The Booking Form shall form part of these terms and conditions.
2.2 Unless circumstances specifically dictate otherwise in connection with the publication of an Advertisement in an Online Publication, no order placed by the Buyer shall be deemed accepted by NetComposites until the Advertisement Confirmation is issued.
2.3 Notwithstanding any other provision of these terms and conditions, nothing herein shall require NetComposites to do or omit to do anything which would contravene any applicable laws or regulations including, but not limited to, the Data Protection Act 1998, the Gambling Act 2005 and the Consumer Protection from Unfair Trading Regulations 2008.
3. The Buyer's Obligations
The Buyer hereby warrants, represents and undertakes to NetComposites that:
a) in relation to any and all Advertisements the Buyer contracts with NetComposites as principal notwithstanding that the Buyer may be acting directly or indirectly for the Advertiser, or in any other representative capacity;
b) should the Buyer change its name, trading style, identity, address, or should any other details disclosed by the Buyer to NetComposites change, the Buyer must give written notice to NetComposites within 5 Working Days of such change(s);
c) any and all other Advertiser Dependencies will be met and, unless otherwise agreed in writing by NetComposites, all copy for any Advertisements will be delivered to NetComposites in an approved digital format and/or file configuration and, in the case of an Advertisement to be published in a Print Publication, delivered at least 21 Working Days prior to the Copy Deadline;
d) the publication of the Advertisement by NetComposites (either in the Print Publication or the Online Publication or both, as the case may be) in the form originally submitted by the Buyer (or as amended pursuant to Condition 4 below) will not breach any contract with a third party or infringe any copyright, trademark or other proprietary right of any third party or otherwise be unlawful or render NetComposites liable to any proceedings, claims, demands, costs or expenses or any other loss whatsoever;
e) in the case of any Advertisement submitted for publication by the Buyer which contains the name or pictorial representation, whether photographic or otherwise, of any living person or any part of the anatomy of any living person or any material by which any living person may be identified, the Buyer, the Advertiser has obtained the authority of that living person to make use of his or her name, identity, image, representation and/or copy;
f) in relation to any financial promotion (as defined under the Financial Services and Markets Act 2000), the Advertiser is, or its content have been approved by, an authorised person within the meaning of the Act or the Advertisement is otherwise permitted under the Act, under the Financial Promotion Order 2001 or under any other legislation subordinate to the Act;
g) 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) and applicable laws for the time being in force or applicable to the United Kingdom;
h) all Advertisement copy submitted to NetComposites is legal, decent, honest and truthful, and complies with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority;
i) all instructions, artwork or other material submitted to NetComposites by electronic means shall not contain software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, and shall not be corrupted;
j) any information supplied in connection with the Advertisement is accurate, complete and true;
k) where the Buyer is the Advertiser's agent, the Buyer is authorised by the Advertiser to place the Advertisement with NetComposites and the Buyer will indemnify NetComposites against any claim made by the Advertiser against NetComposites arising from publication of the same;
l) the Buyer has retained sufficient quantity and quality of any artwork, film or other materials and copy relating to the Advertisement as NetComposites shall not be liable for the loss of or damage to any of these items submitted to NetComposites; and
m) the Advertiser must either have full ownership rights, or full permission to use any content that is covered by intellectual property rights, like photos and videos, and will take full responsibility for the use online.
4. Advertisements: Copy, Alterations, Accuracy, Publication, etc
4.1 Notwithstanding Condition 3 above, NetComposites shall be entitled at any time to require the Buyer to amend any artwork, materials and copy for and relating to any Advertisement, or refuse (without notice) to publish any Advertisement for the purpose of:
a) complying with any legal or moral obligations placed on NetComposites or the Buyer or the Advertiser; or
b) avoiding the infringement of (i) the rights of any third party or (ii) the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority or (iii) any other applicable law; or
c) meeting to NetComposites’ reasonable satisfaction (i) the production and quality specifications stipulated on the Media Kit or (ii) any other Advertiser Dependencies.
4.2 NetComposites reserves the right at its discretion and without notice to the Buyer:
a) to decline to publish, or omit, alter, suspend or change the position of any Advertisement otherwise accepted for insertion, publication or exhibition. However, NetComposites will endeavour to comply with the reasonable and practicable wishes of the Buyer although NetComposites does not warrant the date of publication or insertion, the wording, or the quality of the reproduction of the Advertisement or exhibition stand; and
b) to destroy all artwork, copy or other materials submitted by the Buyer and which have been in NetComposites’ possession for more than six (6) months from the date of their last use by NetComposites, unless specific written instructions have been received from the Buyer to the contrary.
4.3 All copyright and all other rights of a similar nature that are created or exist in material originated by NetComposites in connection with the publication of the Advertisement remains vested in NetComposites.
4.4 Advertisements: Online Publications and Websites
4.4.1 The Buyer shall submit copy for the Advertisement at least 48 hours prior to the intended go-live date. If the Buyer submits its copy late then NetComposites reserves the right to publish the Advertisement at a time of its choosing.
4.4.2 If the Buyer is supplying creative content in the form of an Advertisement that links to another website the Buyer must inform NetComposites in writing at least 2 Working Days prior to the intended go-live date.
4.4.3 If an Advertisement text links to another website the Buyer is responsible for maintaining the link and for the content of the linked-to website. NetComposites may remove any content which contains content or links to a website which, in NetComposites’ discretion, is (or is likely to be) defamatory or objectionable or otherwise likely to bring NetComposites into disrepute. The Buyer will indemnify NetComposites from and against any claims or liability suffered or incurred by NetComposites arising in any connection from links contained in an Advertisement copy.
4.4.4 If NetComposites receives complaints about the content of an Advertisement it may, at its discretion, remove the content from display without reference or liability to the Buyer.
4.4.6 The provisions set out in this condition 4.4 apply in addition (save where the context expressly permits) and without prejudice to all other provisions set out in these terms and conditions.
5. Advertisements: Responsibility and Liability
5.1 The Buyer shall indemnify and keep indemnified NetComposites against all proceedings, claims, demands, damages, costs, expenses or any other loss whatsoever arising directly or reasonably foreseeable as a result of (i) the publication of the content or (ii) any breach of the Buyer's obligations under these terms and conditions or implied by law.
5.2 With regard to the actual or intended insertion of an Advertisement copy in any Print or Online Publication NetComposites shall not be responsible to the Buyer or liable for:
a) checking the correctness of the content in the form it is received from the Buyer;
b) any error in the content in the form it is received from the Buyer;
c) the wording, representation, placement or quality of colour or mono reproduction of the Advertisement;
d) the actual positioning or prominence of the Advertisement text in the Print and/or Online Publication (as the case may be);
e) the repetition of any error in an Advertisement text ordered for more than one insertion;
f) the distribution of the Print or Online Publication in a specific geographical area;
g) the failure, corruption or malfunction of any system of electronic publication, whether by means of electronic storage, display or retrieval equipment or otherwise;
h) any order given by the Buyer in the nature of a "stop order" or cancellation or transfer of the publication of the Advertisement unless it is given to NetComposites in writing, in the case of an Advertisement to be published in a Print Publication, at least 28 Working Days before the Copy Deadline and, in the case of an Advertisement text to be published in an Online Publication, at least 72 hours prior to the intended go-live date;
i) any loss whatsoever caused by delay or failure by NetComposites to issue the Print or Online Publication on the due date (or such other date of release, display or publication, as the case may be), or NetComposites' decision to suspend the Print and/or Online publication or cease the Print or Online Publication altogether;
j) the payment of any damages or other compensation for breach of contract because of NetComposites' failure to perform any of its obligations under these terms and conditions if such failure is caused by anything beyond NetComposites reasonable control (that is to say as a result of force majeure) including acts or threats of terrorism, strikes, lock-outs or other industrial actions or trade disputes, pandemic, epidemic or other widespread illness whether involving NetComposites' employees or those of any third party;
k) any loss whatsoever caused as a consequence of any instructions, artwork or any other material relating to the Advertisement being submitted by the Buyer in electronic form that is in breach of the warranty at Condition 3 (h) above;
l) any failure of the Advertisement to meet or generate any target response levels or page impressions.
5.3 Subject to Condition 5.2, if an Advertisement copy contains an error caused by NetComposites and this detracts materially then provided the Buyer gives written notice to NetComposites of the error in the Advertisement copy (as the case may be):
a) within 5 Working Days of its publication or display in the case of a single order; or
b) before either the Copy Deadline for its next insertion or subsequent go live date (as the case may be) in the case of a series order NetComposites will at its discretion either:
c) give the Buyer credit for the cost of the Advertisement containing the error; or
d) publish the Advertisement for a second time, where possible, without charge to the Buyer and to that extent such credit or re-publication (as the case may be) shall be NetComposites' maximum liability to the Buyer. Such matter dealt with under this Condition 5.3 shall not affect the liability of the Buyer for payment by the due date of NetComposites' charges for the Advertisement.
5.4 Except to the extent specified in Condition 5.3, NetComposites shall not be liable for any loss or damage suffered by the Buyer as a result of any total or partial failure of publication, distribution or availability of any Print or Online Publication in which any Advertisement is scheduled to be included, or for any error, misprint or omission in the printing of any Advertisement copy.
5.5 The total liability of NetComposites to the Buyer for any act or omission of NetComposites, its employees or agents relating to any Advertisement shall not exceed the amount of the full refund of any price paid to NetComposites for the Advertisement or the cost of a reasonably comparable, further or corrective Advertisement. Without limiting the foregoing, NetComposites shall not be liable for any (i) loss of profits, goodwill or business or (ii) indirect or consequential loss.
6. Payment Terms
6.1 Payment for any Advertisement or any other goods or services is due in advance of first publication of the Advertisement, in accordance with the terms set out in the payment schedule in this clause unless NetComposites has previously agreed in writing to open a credit account for the Buyer, and where a credit account is opened then payment of the account shall become due 30 days after the date of NetComposites' invoice and the Buyer will ensure that payment is received by NetComposites no later than this due date. The Buyer must submit all information requested by NetComposites (including, but not limited to, any relevant purchase order number) and in accordance with NetComposites' instructions and deadlines in order for NetComposites to generate its invoices, and failure to supply such information in accordance with any such request or instructions shall not excuse late or non-payment.
NetComposites shall be entitled to terminate its contract with the Buyer immediately (without prejudice to any other right or remedy available to NetComposites whether under these terms and conditions or otherwise) and, without prejudice to NetComposites' right to terminate its contract with the Buyer in such circumstances, the outstanding balance owed by the Buyer shall become due and payable immediately.
6.2 Without prejudice, NetComposites shall be entitled to:
a) charge interest on any outstanding balance owed to NetComposites at the rate of 4% above the base rate of Natwest Bank Plc from the date that the invoice became due for payment until the date it is paid in full (whether before or after judgement);
b) charge an administration fee of £25 if any cheque drawn in its favour by the Buyer in purported satisfaction of any unpaid invoice is dishonoured on presentation; and
c) instruct a debt collection agency (apart from solicitors) to recover any sum due and in that case all charges incurred by NetComposites as a result of such instruction shall be payable by the Buyer in any event upon demand.
6.3 NetComposites reserves the right at its discretion and without notice to the Buyer:
(a) to charge the Buyer for any extra production and colour processing costs because of any act or omission by the Buyer to supply artwork, film, copy or other materials of sufficient quality or otherwise in accordance with the Advertiser Dependencies; and
(b) to change any matters shown on the Media Kit, including in particular (but not limited to), its scale of Advertisement rates at any time.
7. Cancellation & Termination
7.1 NetComposites shall not be bound by any request from the Buyer to stop, cancel or suspend an Advertisement unless such request is in writing and confirmed in writing by NetComposites.
7.2 Without prejudice to Condition 7.1, the following costs remain due on cancellation, and the Buyer acknowledges that these charges represent a genuine pre-estimate of NetComposites' losses:
a) notice of cancellation received 29–42 days or more before first publication, 25% of total booking fee due
b) notice of cancellation received 15-28 days before first publication, 50% of total booking fee due
c) notice of cancellation received 0-14 days before first publication, 100% of total booking fee due
a) notice of cancellation received 28 days or more before first display, 25% of total booking fee due
b) notice of cancellation received 8-27 days before first display, 50% of total booking fee due
c) notice of cancellation received 0-7 days before first display, 100% of total booking fee due
a) notice of cancellation received 28 days or more before first publication, 25% of total booking fee due
b) notice of cancellation received 8-27 days before first publication, 50% of total booking fee due
c) notice of cancellation received 0-7 days before first publication, 100% of total booking fee due
If the Buyer has paid sums for Advertisements in advance and is entitled to a refund, NetComposites shall use its reasonable endeavours to pay such refund the Buyer within 60 Working Days of receipt of the written notice of cancellation.
7.3 Should the Buyer, part way through wish to stop or cancel an Advertisement that is being displayed in an Online Publication for an agreed period of time in excess of 14 days then the Buyer must give written notice to NetComposites of its request to stop or cancel and all charges connected with the display of the Advertisement shall, unless otherwise expressly agreed by NetComposites in writing, be non-refundable.
7.4 NetComposites shall be entitled (without prejudice to any other remedy available to it) to treat this contract as repudiated if the Buyer;
(a) being an individual, dies or makes voluntary arrangement with his creditors or his estate becomes subject to an administration order or he becomes bankrupt;
(b) being a company, becomes insolvent, has a receiver appointed to manage its assets or it enters into liquidation or commences to be wound up (other than for the purpose of amalgamation or reconstruction);
(c) allows an encumbrancer to take possession of any of its property or assets; or
(d) is unable to pay its debts as they fall due or ceases or threatens to cease to carry on business.
8.1 Governing Law. These terms and conditions (and NetComposites' contract with the Buyer) shall be governed by and construed according to English Law and the parties submit to the exclusive jurisdiction of the English courts.
8.2 Severance. If any provision of these terms and conditions is or becomes invalid, illegal or void, that shall not affect the validity and legality of the other provisions.
8.3 Waiver. No failure or delay by NetComposites to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Third Parties. None of the provisions of these terms and conditions are intended to confer a benefit on or be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
9.0 Website Content
NetComposites offers its web site on an "as is" basis. NetComposites distributes information supplied by third parties and provides Internet links and references gathered automatically. Although we make every effort to ensure the accuracy of the information on this site, you should not assume that any materials identified, located or obtained through the use of NetComposites are error-free.
NetComposites reserves the right to add and delete sources from the site, or change the pricing of documents, at any time and without notice.
Inclusion of any Internet reference or any third party content in this website in no way constitutes an endorsement or authentication of that material by NetComposites. As a condition of using this service, you assume all risk of loss resulting from the use of, or reliance upon, this web site or any materials identified, located or obtained by using this web site.
NetComposites and its Suppliers and Licensors make no warranty regarding the accuracy, completeness or timeliness of the materials and disclaim all warranties of merchantability, non-infringement and fitness for a particular purpose and all conditions of quality. NetComposites' and its Suppliers' and Licensors' total liability arising out of any type of legal claim (whether in contract, tort or otherwise), shall be limited to any amounts you may have paid to NetComposites and, in the absence of any such payment, NetComposites and its Suppliers and Licensors shall have no liability.
To the extent permitted by applicable law, in no event will NetComposites or its Suppliers and Licensors be liable for any indirect, consequential, incidental, special, multiple, punitive or similar damages including, but not limited to, damages for lost profits, loss of goodwill, loss of data, or any and all other loss resulting from your use of this web site or any material referenced by, or obtained by using, this web site (including any loss caused by any harmful, corrupted, defective, virus-infected, indecent or obscene materials), arising out of any type of legal claim (whether in contract, tort or otherwise), whether or not NetComposites or its Suppliers or Licensors have been advised of the possibility of such damage. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you.
Any information, opinion, advice, statement, service, offer, or other materials or content including but not limited to images, sound files, data files, databases, executable application files or any other material expressed or made available by such third parties or Internet references are the property and responsibility of the respective Author(s) or Distributor(s) and not of NetComposites.