NFU Publishing Advertising Terms and Conditions GDPR

Business day:

A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Buyer:

The person placing with NFU Publishing the order for the insertion of the Advertisement, whether such person be the Advertiser or the Advertiser’s advertising agency or media buyer.

Charges:

The charges payable by the Buyer for the supply of the Services in accordance with clause 6.

Conditions:

These terms and conditions as amended from time to time in accordance with clause 12.5.

Contract:

The contract between NFU Publishing and the Buyer for the supply of Services in accordance with these Conditions.

Copy Deadline:

The date set out in the Advertising Confirmation.

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.

NFU Mutual:

The National Farmers Union Mutual Insurance Society incorporated and registered in England and Wales with company number 00111982 with its Registered office at Tiddington Road, Stratford-upon-Avon, Warwickshire CV37 7BJ.

NFU Publishing:

A trading division of The National Farmers’ Union an employer’s association with registration number 245E with its office at Agriculture House, Stoneleigh Park, Kenilworth, Warwickshire, CV8 2TZ.

Online Publication:

Any website operated or controlled by NFU Publishing or other electronic medium (including, but not limited to, email communications and alerts), whether connected with or related to the title of the Print Publication or otherwise.

Order:

The Buyer’s written or oral order for the Services.

Print Publication:

Any newspaper, magazine, insert or ‘onset’ (and including any supplement for which no charge is made to its recipient and which is published whether regularly or occasionally as part of or in association with such newspaper or magazine) published by NFU Publishing.

Services:

The placement of the Advertisement in the Print Publication and/or the Online Publication as more particularly described in the Advertising Confirmation. 

1.2 Interpretation:

(a) Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms 

• including,
• include,
• in particular,
• for example
• or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) A reference to

• writing
• written

includes email (but not fax) unless otherwise stated.

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2. Basis of contract

2.1 The Order constitutes an offer by the Buyer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when NFU Publishing issues the Advertising Confirmation at which point and on which date the Contract shall come into existence.

2.3 The placing of an Order for the Services shall amount to an acceptance of these Conditions.

2.4 These Conditions together with any additional conditions (if any) set out in the Advertising Confirmation apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate (whether stipulated on an order form or elsewhere), or which are implied by law, trade custom, practice or course of dealing.  To the extent that there is a conflict or inconsistency between these Conditions and any additional conditions set out in the Advertising Confirmation, the latter will prevail.

3. Supply of services

3.1 In consideration of the payment of the Charges, NFU Publishing shall supply the Services to the Buyer and place the Advertisement in the Print Publication and/or Online Publication as set out in the Advertising Confirmation.

3.2 NFU Publishing warrants to the Buyer that the Services will be provided using reasonable care and skill.

4. The advertisement

4.1 The Buyer warrants that:

(a) in relation to an Advertisement the Buyer enters into the Contract with NFU Publishing as a principal notwithstanding that the Buyer may be acting directly or indirectly for the Advertiser as an advertising agent or media buyer or in some other representative capacity;

(b) the reproduction and/or publication of the Advertisement by NFU Publishing as originally submitted or as amended pursuant to clause 4.2 will not breach any contract or infringe or violate any copyright, trademark or any other personal or proprietary right of any person or render NFU Publishing liable to any proceedings whatsoever;

(c) any information supplied in connection with the Advertisement is accurate, complete and true in all respects;

(d) in respect of any Advertisement submitted for publication which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified the Buyer or the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy;

(e) in relation to any investment Advertisement, the Advertiser is, or its contents have been approved by, an authorised person within the meaning of the Financial Services Act 1986 or the Advertisement is otherwise permitted under that Act;

(f) the Advertisement complies with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognised regulatory authorities) for the time being in force or applicable in the United Kingdom including but not limited to the Data Protection Act 2018, the Gambling Act 2005 and the Consumer Protection from Unfair Trading Regulations 2008;

(g) all advertising copy submitted to NFU Publishing 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; and

(h) the Advertising shall not contain any data, image or other material which:

(i) is offensive, obscene or indecent, or is capable of being resolved into obscene or indecent images or material;

(ii) is defamatory, sexist, threatening or racially, ethnically or otherwise objectionable;

(iii) is designed or likely to cause annoyance, inconvenience, unwanted attention or needless anxiety to any other person;

(iv) is designed to or is likely to cause disruption to any computer system or to any network;

(v) is illegal or is likely to induce an illegal act; and

(vi) it has authority to enter into and implement the Agreement.

4.2 NFU Publishing may, without derogation from the warranties contained in clause 4.1, refuse or require to be amended any artwork, materials and copy for or relating to an Advertisement so as:

(a) to comply with the legal or moral obligations placed on NFU Publishing or the Buyer or the Advertiser; or

(b) 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 Advertising Confirmation.

4.3 NFU Publishing has the right at its sole discretion and for any reason to decline to publish, or to omit, suspend, remove or change the position or placement of, any Advertisement otherwise accepted for insertion. NFU Publishing will use reasonable efforts to comply with the wishes of the Buyer although NFU Publishing does not warrant the date of placement, the wording, or the quality of the colour or mono reproduction of the Advertisement. Any specified dates for placement shall be estimates only and time shall not be of the essence for performance of the Services or placement of the Advertisement.

4.4 NFU Publishing will not be liable for any loss of copy, artwork, photographs or other materials, which the Buyer warrants that it has retained in sufficient quality and quantity for whatever purpose.

4.5 Where the Advertising Confirmation sets out that NFU Publishing will endeavour to place the Advertising in a ‘special position’, such placement is not guaranteed as it is subject to space availability. Where special position charges are set out in the Advertising Confirmation but the position not available, the special charge will not be levied.

4.6 Where the Buyer is the Advertiser’s advertising agency, the Buyer warrants that it is authorised by the Advertiser to place the Advertisement with the Publisher and the Buyer will indemnify NFU Publishing against any claim made by the Advertiser against the Publisher arising from the publication thereof.

4.7 These conditions are also subject to the Publishers agreement with the NFU Mutual, which include specific exclusions that relate to their operational activities and therefore reserve the right to amend or exclude copy that does not meet their criteria. Advertising concerning insurance, pensions or leasing cannot be accepted.

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5. Buyer's obligations

5.1 The Buyer shall provide NFU Publishing full instructions and Advertisement copy no later than agreed Copy Deadline.

5.2 Any changes to copy must be provided to NFU Publishing no later than 7 days prior to the target date for publication as set out in the Advertising Confirmation. Where such change requests the withdrawal of the Advertisement, this shall be deemed to be a cancellation and the full charges shall be charged and paid.

5.3 If NFU Publishing’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default) without limiting or affecting any other right or remedy available to it, NFU Publishing shall have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations in each case to the extent the Buyer Default prevents or delays NFU Publishing’s performance of any of its obligations.

5.4 It is the responsibility of the Buyer to check the accuracy of the Advertisement and, without prejudice to the provisions of clause 9, NFU Publishing assumes no responsibility for the repetition of an error in an Advertisement.

5.5 The Buyer shall indemnify NFU Publishing against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by NFU Publishing arising out of or in connection with:

(a) The Advertising:

(b) any breach of the warranties contained in clause 4.1; and/or

(c) any claim made against NFU Publishing for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the publication or use of the Advertisement or other copy provided by the Buyer. 

6. Charges and payment

6.1 The Charges in respect of the Services shall be calculated based on the payment structure set out in the Advertising Confirmation.

6.2 The Buyer shall pay each invoice submitted by NFU Publishing:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by NFU Publishing, and time for payment shall be of the essence of the Contract.

6.3 All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by NFU Publishing to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from NFU Publishing, pay to NFU Publishing such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

6.4 If the Buyer fails to make a payment due to NFU Publishing under the Contract by the due date, then, without limiting NFU Publishing’s remedies under clause 10 the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.5 Inserts will be charged for by weight if the weight at the time of publication is higher than when the order was made they Buyer will be charged for the additional weight.

6.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Intellectual property rights

7.1 The Buyer (or its licensors which may include the Advertiser) retains all rights, title and interest in and to the Advertising, including the Intellectual Property Rights.  

7.2 For the purpose and duration of the Advertisement and the Services, the Buyer grants to NFU Publishing a fully paid-up, royalty-free, non-exclusive licence to:

(a) use, publish and reproduce the Advertiser’s name, logo, trade marks and brands to the extent necessary to enable NFU Publishing to comply with its obligations under the Agreement.

(b) use, modify, publish and reproduce the Advertising and other copy provided by the Buyer to NFU Publishing.

8. Data protection

8.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time in the UK relating to the use of personal data and the privacy of electronic communications, including:

(i) the Data Protection Act 2018 and any successor UK legislation;

(ii) the retained EU law version of General Data Protection Regulation ((EU) 2016/679) (UK GDPR);

(iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

8.2 NFU Publishing may collect the business contact information of the Buyer and Advertiser and, where it does so, will only use such personal information as set out in the NFU Privacy Notice.

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9. Limitation of liability

9.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and 

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.2 NFU Publishing accepts no responsibility for any mistakes or errors whatsoever that arise during the course of publication of any Advertisement (including any printers errors) and will not be liable for any loss of copy, artwork, photographs, data or other materials which the Buyer supplies to it and the Buyer shall be responsible for retaining in its possession sufficient quality and quantity of such materials for whatsoever purposes it may require.

9.3 Without prejudice to NFU Publishing’s entitlement to be paid for the Advertisement as published a sum representing a reasonable proportion of the charge agreed at the time the Advertisement was booked, NFU Publishing’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 NFU Publishing’s charges for that and all other advertisements.

9.4 Subject to clause 9.1, in no event shall NFU Publishing be liable to the Buyer whether arising under the Contract or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. Consequential Loss shall for these purposes mean:

(i) pure economic loss

(ii) losses incurred by any client of the Buyer or other third party

(iii) loss of profits (whether categorised as direct or indirect)

(iv) losses arising from business interruption

(v) loss of business revenue, goodwill, anticipated savings

(vi) losses whether or not occurring in the normal course of business, wasted management or staff time

(vii) loss or corruption of data.

9.5 Subject to clauses 9.1, 9.2 and 9.3, NFU Publishing’s total liability (whether in contract, tort or otherwise) under or in connection with the Contract or based on any claim for indemnity or contribution shall not exceed 100% of the total Charges (excluding any VAT, duty, sales or similar taxes) paid or payable by the Buyer to NFU Publishing in respect of the Contract.

9.6 Nothing in this clause 9 shall limit the Buyer’s payment obligations under the Contract.

9.7 NFU Publishing has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9.8 This clause 9 shall survive termination of the Contract.

10. Termination

10.1 The Buyer may cancel an Advertisement and the provision of the related Services by giving notice in writing to NFU Publishing no later than the date 6 weeks prior to the date of publication as set out in the Advertising Confirmation.  Any cancellations or requests to withdraw the Advertisement received after this time will be charged for in full. 

10.2 Without affecting any other right or remedy available to it, 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 14 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.3 Without affecting any other right or remedy available to it, NFU Publishing may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment; or

10.4 Without affecting any other right or remedy available to it, NFU Publishing may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment; or

(a) the Buyer fails to pay any amount due under the Contract on the due date for payment;

(b) the Buyer becomes subject to any of the events listed in clause 10.2(c) or clause 10.2(d), or NFU Publishing reasonably believes that the Buyer is about to become subject to any of them; and

(c) NFU Publishing reasonably believes that the Buyer is about to become subject to any of the events listed in clause 10.2(b)

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11. Consequences of termination

11.1 On termination or expiry of the Contract the Buyer shall immediately pay to NFU Publishing all of NFU Publishing’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, NFU Publishing shall submit an invoice, which shall be payable by the Buyer immediately on receipt.

11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.

11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12. General

12.1 Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings

(a) NFU Publishing may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Buyer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of NFU Publishing.

12.3 Confidentiality

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, Buyers, clients or customers of the other party, except as permitted by clause 12.3(b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

12.4 Entire agreement

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

(c) Nothing in this clause shall limit or exclude any liability for fraud.

12.5 Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6 Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.7 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 12.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.8 Notices

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) 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.

(c)  This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.9 Third party rights

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

12.10 Governing law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

12.11 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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