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Terms & Conditions

1 - Definitions

1.1: 'ISL' - Inkwell Services Ltd.

1.2: 'Publisher' - Inkwell Services Ltd.

1.3: 'Publication' - Any title produced by ISL.

1.4: 'Advertisement' -  A page or double page spread of commercial value that an advertiser asks to be inserted into an ISL publication.

1.5: 'Advertiser' - The person, firm or corporation who agrees to place an advertisement in any ISL publication.

1.6: 'Client' - With regards to a licensed publication the client is the overall owner of the brand under whose aegis the title is published by ISL.

1.7: 'Conditions' - These terms and conditions and any changes agreed in writing by the publisher.

1.8: 'Contract' - By booking an advertisement within a publication, the advertiser enters into a legally binding agreement under these terms and conditions.

1.9: 'Copy Date' - The date shown as the last date for receipt of advertising material or, if none, in the current media pack for the relevant publication.

1.10: 'Confirmation' - The written agreement between the advertiser and a representative of ISL to insert an advertisement within a publication.

1.11: 'Media Pack' - Printed or digital material detailing an overview of the publication, including ratecard, specifications and dates.

1.12: 'Ratecard' - The guideline price for an advertisement within a publication.

1.13: 'Specifications' - The mechanical details regarding dimensions of an advertisement within a publication.

2 - Basis of Contract 

2.1: An advertisement is accepted on the understanding that the relationship between the advertiser and ISL is governed by these conditions. Unless specifically approved in writing by the publisher the conditions stipulated on an advertiser's booking correspondence or anywhere else shall be void.

2.2: Any variation to these terms and conditions (including any special conditions agreed between the parties) shall apply only if agreed and confirmed in writing by the publisher.

2.3: The receipt of a fax / letter / email from an advertiser shall amount to an acceptance of the contract.

2.4: Any typographical, clerical, or other error or omission in a media pack, invoice or correspondence shall be subject to correction without any liability on the part of ISL.

3 - Advertiser's Obligations 

3.1: The advertiser will make sure that the data, materials or inserts which ISL needs to publish the advertisement are received at the specified address before the indicated copy date and the data / material shall comply with the requirements of the media pack and the confirmation. ISL and its agents are under no obligation to return data or materials supplied by or on behalf of the advertiser.

3.2: If the advertiser does not comply fully with clause 3.1 (above) then ISL is not required to publish any advertisement but it reserves the right to repeat the advertiser's latest copy of a size and shape appropriate to the space booked. If ISL does not have any prior copy it reserves the right to charge the gross amount for the space booked shown in the confirmation.

3.3 The advertiser is responsible for making sure that the advertisement is free of libel and other defamatory content, does not breach the copyright of any third parties, does not make unfair or unsupportable or unreasonable claims and is generally fit to be published and specifically will comply with any legal or regulatory requirements in the distribution or circulation area shown in the media pack for the ISL publication in which the advertisement is booked to appear.

4 - ISL's Obligations

4.1: ISL will publish the advertisement in the nominated ISL publication and will distribute the said publication in accordance with the contract.

4.2: ISL gives no representation or warranty as to the period of time during which an ISL publication will be published or as to its future circulation figures or territory.

5 - Receipt of Copy

5.1: Where ISL or its agents are involved in extra production work because of any act or default of the advertiser or its agents the advertiser will have to pay for this work at ISL's rates current when the work is done. These charges will be added to the invoice for the advertisement.

6 - Amendment and Cancellation 

6.1: Advertiser's alteration and cancellation rights

6.1.1: An advertiser may change the size, shape or content of an advertisement, with due authorisation, at any period up to one calendar week prior to the publication date. Any alteration in size will necessitate an adjustment in the cost which will be confirmed in writing between the advertiser and the publisher.

6.1.2: An advertiser may cancel an advertisement altogether by giving notice in writing to ISL not less than four weeks before its copy date. The advertiser's right to cancel is in addition to any statutory rights it has.

6.1.3: Any cancellation notices issued otherwise than as clause 6.1.2 requires shall be ineffective and the advertiser shall be liable to pay the gross cost shown in the confirmation for the space booked.

6.2: ISL may change the location, size, shape and content of an advertisement at any time for good reason, in which case no claim on the part of an advertiser for damages for breach of contract shall arise.

6.3: ISL reserves the right to omit, cancel or suspend the space for any advertisement, not to run any other advertisements in a series or cease to produce or alter the publication date of any ISL publication for good reason, in which case no claim on the part of an advertiser for damages for breach of contract shall arise.

6.4: If ISL does any of the things which it is entitled to do in clauses 6.2 and 6.3 (above) in response to the insolvency or any breach by the advertiser, ISL's other rights are unaffected.

7 - Price of Advertising

7.1: The price of an advertisement (or a series) shall be stated on the confirmation correspondence. All prices quoted are valid for 30 days only or until earlier acceptance by the advertiser. 

7.2: All amounts stated in these conditions are exclusive of VAT which shall be due at the rate ruling on the date of the VAT invoice.

7.3: Where ISL has to carry out work on an advertisement to render it publishable, such work shall be charged back to the advertiser at the rate of £30 per hour or part thereof. Advertisers who do not wish to make such payments but prefer to do the work themselves and resupply the advertisement must advise ISL of this in writing at the time of sending the original copy.

8 - Terms of Payment

8.1: ISL shall be entitled to invoice the advertiser for the price of the advertisement (or series) at any time after publication and / or on issue of authorised correspondence confirming cancellation by the advertiser. Such invoice may include any discounts repayable under clause 6.1.3 and administration or other charges.

8.2: The advertiser shall pay the price of the advertisement (or series) within 30 days of the date of the ISL invoice. The time of payment of the price shall be of the essence of the contract. The advertiser is entitled to claim any discounts shown on the confirmation only where full payment is received by ISL on or before the due date for payment of the relevant invoice.

8.3: If payment is to be made by instalments and the advertiser fails to pay any instalment on its due date then ISL shall be entitled to demand payment of the unpaid balance (including all arrears).

8.4: The advertiser may not withhold payment of any invoice or any other amount due to ISL by reason of set-off or counterclaim which the advertiser may have or allege to have for any reason whatever.

8.5: If the advertiser fails to comply with any of the conditions it shall nevertheless continue to be liable for all changes due and to become due.

8.6: If the advertiser fails to make payment on the due date then, without prejudice to any other right or remedy available to ISL, ISL shall be entitled to charge the advertiser weekly compound interest of 5% from one week after the invoice fell overdue until full payment is made.

9 - Indemnity

 9.1: The advertiser shall indemnify ISL against any loss, cost, liability or claim in connection with any advertisement awarded against or incurred by ISL or its employees or agents or paid or agreed to be paid by ISL in settlement of any claim.

10 - Intellectual Property Rights

10.1: The advertiser or its agent warrants that it is the owner or has been fully authorised by the owner of any copyright material, brand name, trademark, service mark or logo to be incorporated into the advertisement. 

10.2: All intellectual property rights created or used by ISL in connection with the contract shall be and shall remain the property of ISL.

11 - Proofing

11.1: In the event of an advertiser placing an advertisement within a licensed title, the advertiser's material must be provided acceptable to the client's stipulations. Should the material provided not be deemed acceptable then adjusted copy should be supplied to meet the client's demands. This is over and above any stipulations detailed in clauses 6.2 and 6.3 (above).

11.2: The advertisement will be published in accordance with the information provided by the advertiser. ISL is not obliged to issue proofs to the advertiser. Where the advertiser wishes to request colour matching, it must supply cromalins / matchprints or tear sheets along with the original copy. Advertisers are hereby advised that print and colour quality may vary through factors beyond ISL's control, and by placing advertisements in ISL publications advertisers accept that such variation in quality is inevitable and shall not be a reason for non-payment or compensation of the lodging of a claim as described in clause 12.4 (below), provided always that the information carried in the advertisement as published is legible to the reader and allows response by the reader. 

12 - Warranties and Liability

12.1: ISL's total liability in contract, tort (including negligence or breach of statutory duty) or otherwise in connection with any advertisement or otherwise under this contract shall be limited to the price payable by the advertiser under the contract net of discounts, each as shown on the confirmation. ISL shall not be liable for any increased costs or expenses, loss of profit, business, contracts, revenues or any anticipated savings, of the advertiser or any special, indirect or consequential damage of any nature whatsoever.

12.2: All warranties, conditions or other terms implied by statute or common law are excluded except as expressly provided in these conditions.

12.3: Any claim by the advertiser which is based on any error or omission in the advertisement shall be notified to ISL not more than seven days after the advertiser received ISL's invoice. If the advertised does not notify ISL in this way ISL shall have no liability for such errors or omissions and the advertiser shall be bound to pay the price as if the advertisement had been published in accordance with the contract.

12.4: Where any vaild claim in respect of any advertisement which is based on errors or omissions in the advertisement is notified to ISL in accordance with these conditions, ISL shall be entitled to provide compensation in full either by publishing a similar correct advertisement free of charge in the next issue of the relevant ISL publication or, at ISL's sole discretion, refund to the advertiser such part (not exceeding the whole) of the charge for the advertisement concerned, as is fair and reasonable having regard to the nature of the error or omission. Decisions to make refunds or to publish advertisements free of charge require the authority in writing of the publisher.

12.5: ISL shall not be liable in respect of any breach of the conditions due to any cause beyond ISL's reasonable control.

13 - General 

13.1: Any notice or other communication required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other part at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the part giving the notice. If sent first class a letter will be deemed to have been received two working days after despatch. If correspondence is sent by email it will be deemed to have been received immediately.

13.2: No waiver by ISL of any breach of the contract by the advertiser shall be considered as a waiver of any subsequent breach of the same or any other condition.

13.3: If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

13.4: Any reference in these conditions to a statute or a provision of a statute shall be deemed to be a reference to that statute or provision as subsequently amended, extended or re-enacted.

13.5: The contract shall be governed by the laws of England and Wales.