Advertising terms & conditions

Last updated on 01st September 2020.

These terms and conditions (“Terms”) set out the basis on which eSubstance Limited (trading as Ink) (“Publisher”) sells advertising space to advertisers.

1. Definitions

For the purposes of these Terms:

1.1 “Advertisement” means any advertisement in or on:

1.1.1. any print or digital magazine published by the Publisher (“Magazine”);

1.1.2. a website or application associated with any magazine published by the Publisher (“Website”);

1.1.3. any digital media in respect of which the Publisher has the right to publish targeted advertising (“TAD”) (including but not limited to any of the following: booking confirmation page; booking confirmation email; pre-travel reminder email; check in email; print at home boarding pass; post travel email; mobile boarding pass advertising) (each a “Targeted Advertising Media”);

1.1.4. any video to be broadcast on an Inflight Entertainment system (“IFE”), the ReachTV network of screens (“ReachTV”), a website, Digital Channel or application on which the Publisher has the right to broadcast video content;

1.1.5. any advertising to be served via the Navigator by Ink platform (“Navigator”);

1.1.6. any media and opportunities upon which advertising may offered for sale on one or more platforms (“Brand Partnerships”); and

1.1.7. any other media in respect of which the Publisher has the right to publish advertising (including but not limited to headrests, seatbacks and overhead lockers);

1.2 “Advertiser” means the party identified in the Order as the customer, which may be the seller of the products and/or services to be advertised or the advertising agency or other party acting on behalf of that seller. The Advertiser shall be primarily liable to pay the fees relating to the Advertisement;

1.3 “Order” means the ‘confirmation of order’ form sent by the Publisher to the Advertiser setting out the details of the proposed Advertisement or series of Advertisements (“Advertisement Series”) required by the Advertiser.

2. Formation of the contract

2.1 The Order constitutes an offer by the Publisher to publish the Advertisement subject to these Terms.

2.2 The Advertiser shall be deemed to have accepted the offer (including these Terms) when the Publisher receives from the Advertiser a signed copy of the Order, at which point and on which date a contract shall come into existence (“Contract”).

2.3 The terms of the Order are only valid, and the advertising space reserved, for three (3) business days from the date the Order is sent to the Advertiser for acceptance, or (i) up to one (1) business day prior to the latest date for the provision of advertising material (“Copy Deadline Date”) or (ii) up to one (1) business day prior to the expected campaign start date. If the Advertiser fails to return the signed Order to the Publisher within this period, the Publisher reserves the right to make the relevant advertising space or inventory available to other advertisers.

2.4 The Advertiser shall be solely responsible for ensuring that the Order is complete and accurate prior to signing it and sending it to the Publisher. If the signed Order returned to the Publisher contains any changes or additional terms, the signed Order shall constitute a counter-offer (and not acceptance), which the Publisher may then accept or reject in its sole discretion.

3. Charges and payment

3.1 The price shall be as set out in the Order (except in the case of an obvious error, in which case the Publisher shall be entitled to send an amended Order to the Advertiser). Time for payment shall be of the essence.

3.2 Subject to clause 4, the Advertiser shall pay for each Magazine Order in full in the currency specified in the Order by no later than the Copy Deadline Date (or if the Copy Deadline Date has passed, the Advertiser shall submit proof of payment with the signed copy of the Order).

3.3 Subject to clause 3.4, the Advertiser shall pay for all Advertising Order’s aside from those for the Magazine prior to the agreed campaign start date. If full payment has not been received by the campaign start date, Ink reserves the right to amend the campaign start date until such time as full payment is received.

3.4 Where the Publisher grants credit terms to the Advertiser, the Advertiser shall pay all invoices in full within seven (7) days of the date of the invoice. The Publisher may withdraw any credit facility at any time in its sole discretion. Any request for credit terms outside the standard 7 (seven) days will be at the sole discretion of the Publisher.

3.5 The Publisher shall send a valid VAT invoice to the Advertiser either upon request or following publication of the Advertisement.

3.6 All amounts payable by the Advertiser under the Contract are exclusive of any value added tax (“VAT”) or other sales tax chargeable for the time being (as applicable). Where VAT is applicable, it shall be payable by the Advertiser at the same time and in the same manner as the price.

3.7 Prices quoted to Advertisers within the European Union (“EU”) (but outside the UK) shall not be chargeable to VAT (or other sales tax) once the VAT status of the Advertiser is verified in accordance with the Supply of Services within Article 56 of the Council Directive 2006/112/EC, with the Advertiser being required to account for VAT under the reverse charge as appropriate.

3.8 If the VAT status of the Advertiser is not verified, in accordance with clause 3.6, then VAT shall be charged at the current UK rate in line with Council Directive 2006/112/EC.

3.9 The Advertiser shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law, in which event the Advertiser shall pay any shortfall in accordance with clause 9). The Publisher may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Advertiser against any amount payable by the Publisher to the Advertiser.

3.10 The Advertiser shall be solely responsible for any taxes, bank charges, foreign exchange commissions or other charges, deductions or withholdings which may arise in relation to the Order. The Advertiser shall ensure that the Publisher receives the full amount specified in the Order and/or the Publisher’s invoice by the due date and shall pay to the Publisher any shortfall on demand.

3.11 If the Advertiser fails to make any payment due to the Publisher under the Contract by the due date for payment, then the Advertiser shall pay interest on the overdue amount at the rate of 8% per cent plus the Bank of England Base Rate per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Advertiser shall pay the interest together with the overdue amount.

3.12 The Advertiser’s payment obligations shall not be conditional on the Advertiser’s receipt of voucher copies. The Publisher shall not be required to complete any purchase order or other documentation provided by the Advertiser in order to be entitled to receive payment.

4. Publication process and approvals

4.1 The Advertiser shall deliver all copy and other content relating to the Advertisement (including the Advertisement itself if produced by the Advertiser) (“Content”) by the Copy Deadline Date or the date supplied by Ink. If no Copy Deadline Date is specified, the Content must be submitted at least 30 days before the publication or campaign start date. All Content must be supplied in accordance with the artwork specification sheet (“Specification”) sent to the Advertiser after the Order is submitted. Failure to provide the Content by the due date or in accordance with the Specification shall entitle the Publisher to treat the Advertisement as cancelled, in which case the Cancellation Charges in clause 5 shall apply.

4.2 Where the Advertiser commissions the Publisher to provide design services in relation to a proposed Advertisement (“Design Services”), the price of such Design Services shall be as set out in the Order, or as otherwise agreed in writing, and shall be payable in accordance with clause 3. Subject to any contrary provisions in these Terms, the price for the Design Services shall be payable in full by the Advertiser irrespective of whether or not the Advertisement is subsequently published.

4.3 Where the Advertiser provides the complete Advertisement for publication, the Advertisement shall be deemed to be approved by the Advertiser upon its receipt by the Publisher.

4.4 In relation to the Design Services, the Advertiser shall indicate its approval of the proposed Advertisement in writing by the approval deadline date set out in the Publisher’s written request for approval (“Approval Deadline Date”). The Publisher shall try to give the Advertiser a reasonable time to provide its approval of the Advertisement, but the Advertiser acknowledges and accepts that the time for approval may be limited where the Advertiser has placed an Order at a late stage in the publishing schedule relating to the particular media in which the Advertisement is proposed to be published.

4.5 If the Advertiser fails to indicate its approval of the Advertisement by the Approval Deadline Date, the Publisher shall not publish the Advertisement and shall be entitled to treat the Advertisement as cancelled, in which case the Cancellation Charges in clause 5 shall apply.

4.6 No alteration to, or modification of, approved artwork shall be made or accepted by the Publisher once the Advertiser has indicated final approval of the Advertisement. However, where practicable, and upon written request of the Advertiser, the Publisher shall not publish the Advertisement or, if already published, shall take down the published Advertisement as soon as reasonably practicable, but the Advertiser acknowledges and accepts that this will not be possible in certain circumstances, for example where the Advertisement is published in print media. In either case, the Advertiser shall remain liable to pay for the Advertisement in accordance with the relevant Order or invoice.

4.7 In relation to each Advertisement, the Advertiser grants the Publisher, and where applicable the entity in whose publication or other product the Publisher publishes the Advertisement (“Publisher’s Client”), the right to use and reproduce: (i) the Advertiser’s name, trade marks and Content as the Publisher may consider necessary for the purposes of publishing the Advertisement; (ii) the Advertiser’s name and trade marks for the purpose of promoting its own services in its own promotional literature; and (iii) the Advertisement in any medium (print, electronic or otherwise) for promotional purposes and as part of any service in which the relevant media is published or made available under licence from the Publisher.

4.8 In the case of an Advertisement published within a print magazine, the Publisher shall deliver to the Advertiser a copy of the publication electronically in the form of an ‘emag’ with the relevant invoice. The Publisher shall supply a single voucher copy of the publication upon request. This and any request for multiple copies may incur a postal/courier charge for the account of the Advertiser.

4.9 The Publisher reserves the right not to publish the Advertisement at any time for any reason. This may happen where the Publisher loses the right to publish in a particular media or where there is insufficient space or inventory available in the proposed media. The Publisher and/or the Publisher’s Client may also reject the Advertisement on grounds that it is in the reasonable opinion of the Publisher and/or the Publisher’s Client inappropriate for the proposed media or in any way in breach of these Terms or applicable law. If the Advertisement is rejected in its current form, the Publisher shall liaise with the Advertiser to agree changes to the Advertisement. If changes cannot be agreed, the Advertisement shall be cancelled and the Publisher shall refund all sums paid by the Advertiser in relation to the relevant Advertisement. A full refund shall be the Advertiser’s sole remedy in these circumstances.

4.10 If an Advertisement is not published at all solely due to the Publisher’s act or omission, the Publisher shall try to offer an alternative publication or campaign start date. If no alternative date is available or the alternative date is not acceptable to the Advertiser, the Advertisement shall be cancelled and the Advertiser shall be entitled to a full refund of all sums paid in relation to that Advertisement. This shall be the Advertiser’s sole remedy in these circumstances.

4.11 If the Advertisement as published by the Publisher contains a substantial error solely due to the Publisher’s act or omission, the Publisher shall, on request, re-publish the Advertisement at no additional cost to the Advertiser at a time and in a place agreed with the Advertiser. The Publisher shall not be responsible for repetition of errors and it is the Advertiser’s responsibility to inform the Publisher of any errors and provide any necessary assistance to the Publisher to prevent a repeat of the error. If the parties cannot agree on the time and place of re-publication, the Advertisement shall be cancelled and the Advertiser shall be entitled to a full refund of all sums paid in relation to that Advertisement. This shall be the Advertiser’s sole remedy in these circumstances.

4.12 If an Advertisement is not published at all due in any way to the act or default of the Advertiser (or its suppliers or agents), then the Publisher shall be entitled to treat the Advertisement as cancelled, in which case the Cancellation Charges in clause 5 shall apply.

4.13 In the case of loose insert, tip-ons or other insert advertising,

4.13.1. if the Advertiser fails to adhere to the insert delivery instructions issued by the Publisher, the Publisher reserves the right in its absolute discretion not to publish the Advertisement. In these circumstances, it shall be entitled to treat the Advertisement as cancelled, in which case the Cancellation Charges in clause 5 shall apply.

4.13.2. All additional costs incurred by the Publisher in relation to the loose insert, tip-ons including the production and print costs will be incorporated into the cost of Advertising to be settled by the Advertiser.

4.14 The Publisher shall be under no obligation to return any physical Content, including artwork and transparencies, provided by the Advertiser unless the Advertiser requests the return of the Content in writing at the time of providing it and pays to the Publisher on demand all costs associated with the return of the Content prior to its return. The Publisher reserves the right to destroy any Content that has been in its possession and unclaimed by the Advertiser for six months. The Advertiser is responsible for retaining its own copies of any Content supplied electronically, for example to the Publisher’s ftp account, as all such Content shall be deleted six months following receipt.

5. Cancellations

5.1 Unless otherwise stated in these Terms, the following cancellation charges (“Cancellation Charges”) shall apply to the Advertiser in respect of the cancellation of any Order or Advertisement forming part of any Order:

Type of Advertisement

Time of cancellation

Cancellation Charge

Any print or digital Magazine published by the Publisher

More than 30 days prior to the applicable Copy Deadline Date

50% of the price of the Order

Up to 30 days prior to the applicable Copy Deadline Date -irrespective of booking date

100% of the price of the Order

Any media type other than the above including, but not restricted to, Websites, applications, IFE, ReachTV, Targeted Advertising  and Navigator.

Any time after submission of signed Order

100% of the price of the Order

Brand Partnerships and Video

Any time after submission of signed Order

Upon cancellation the Advertiser shall be liable to pay the Publisher all costs incurred by the Publisher including all work completed.

 

5.2 If the Advertiser cancels part or all of an Order for an Advertisement Series, any series discount applicable to the Order shall cease to apply to the Order and the applicable Cancellation Charges shall apply to any cancelled Advertisement. The price of any Advertisement already published within the relevant Advertisement Series shall be recalculated and payable at the rate set out in the Publisher’s media pack located at ink-live.com. Any outstanding amounts shall be due immediately on demand.

6. Publisher’s disclaimers

6.1 The Publisher does not accept liability for any errors in an Advertisement which has been approved for publication by or on behalf of the Advertiser.

6.2 The Publisher shall endeavour to reproduce Advertisements as supplied by the Advertiser but cannot guarantee that the Advertisement as published will be identical due to inherent variations in the results of the printing process and in different screens, computer or digital displays.

6.3 The Publisher shall not be responsible for any additions to, changes in, deletions from, delays in publication of, or withdrawal of any Advertisements that are required by any person or body that has the authority to regulate or control the Advertisement.

6.4 Unless expressly stated in the Order, the Publisher cannot guarantee the position or broadcast time of any Advertisement within the proposed media and all such decisions will be at the sole discretion of the Publisher. The Publisher shall, however, have regard to the wishes of the Advertiser when placing the Advertisement.

6.5 In respect of Advertisements published on a website, ReachTV, IFE, Navigator or application, the Publisher does not guarantee continuous, uninterrupted access by users of the service.

6.6 The Publisher expressly does not guarantee the level of response in any form of advertising, nor the number of “click-throughs” from Advertisements published in the Targeted Advertising Media, Navigator and/or on websites and applications.

6.7 The Publisher accepts no responsibility for any physical Content, including artwork and transparencies, provided to the Publisher by the Advertiser in connection with an Advertisement. The Advertiser is solely responsible for ensuring that any Content is adequately insured against loss or damage whilst in transit and in the Publisher’s possession.

7. Advertiser’s warranties and indemnity

7.1 The Advertiser warrants and represents that it has the right, power and authority to enter into and perform the Contract.

7.2 The signatory of the Order warrants and represents that he or she is authorised to enter into the Contract on behalf of the Advertiser.

7.3 The Advertiser warrants that it has entered into the Contract exclusively on the basis of the information contained in the ‘Media Pack’ provided by the Publisher (available at ink-live.com and that it is not relying upon any other representation or warranty given by the Publisher or its employees and representatives.

7.4 The Advertiser warrants to the Publisher that: (i) any information provided in connection with the Advertisement is accurate, complete, true and not misleading; (ii) it has obtained the consent of any living person whose name or image (in whole or in part) is contained in the Advertisement; (iii) it has obtained the consent from the relevant entity for any third party branding whose name, image or logo (in whole or in part) in contained in the Advertisement, (iv) the Advertisement is legal, decent, honest and truthful and not contrary to the provisions of any relevant law, regulation or code of practice, and is not libellous or obscene and does not infringe the rights of any person (including any person’s intellectual property rights); (v) the Advertisement does not disparage any person or their business, products or services; (vi) the Advertisement does not impersonate, or falsely claim or imply an affiliation with, any person or its products or services; (vii) the Advertisement is not prejudicial to the image or reputation of the Publisher, the Publisher’s Client or any of their respective affiliates; and (viii) the Advertisement submitted digitally for publication will be free of any viruses and will not damage, disable, overburden, impair or compromise any website or the Publisher’s or any third party’s equipment, systems or security.

7.5 The Advertiser warrants publication of an Advertisement does not imply any partnership, affiliation with or endorsement by the Publisher or any company associated with the Relevant Media. The Advertiser shall not make any statements suggesting any such partnership, affiliation or endorsement.

7.6 The Advertiser represents and warrants that any database or set of information consisting of customer data that it creates using data or information received in connection with the relationship established by this agreement shall be used only in anonymized form for purposes of statistical analyses and shall not be used to retarget such customers with further advertising. This obligation is in addition to, and does not relieve, remove or replace, the Advertiser’s obligations under relevant data protection legislation. For the purposes of this agreement “customer” means any customer of the Publisher’s client or clients.

7.7 The Advertiser shall indemnify and keep indemnified the Publisher and the Publisher’s Client against all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, loss of opportunity, depletion of goodwill and similar losses) costs, proceedings, damages and expenses (including reasonable legal and other professional fees and expenses) awarded against, or incurred, suffered or paid by, the Publisher and/or the Publisher’s Client as a result of or in connection with:

7.7.1. the Advertiser’s breach of these Terms or failure to perform any of its obligations under the Contract; and
7.7.2. the publication of the Advertisement by the Publisher and/or the Publisher’s Client in accordance with these Terms.

8. Limitation of liability

8.1 Nothing in these Terms limits or excludes the Publisher’s liability for: (i) death or personal injury resulting from its negligence (or the negligence of its employees, agents or subcontractors); (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be limited or excluded under applicable law.

8.2 Subject to clause 1:

8.2.1. the Publisher shall under no circumstances whatever be liable to the Advertiser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, sales or revenues, loss of business, business interruption, loss of opportunity, loss of anticipated savings, loss of or damage to goodwill or any indirect or consequential loss arising under or in connection with the Contract; and

8.2.2. the Publisher’s total liability to the Advertiser arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the actual price paid by the Advertiser for the relevant Advertisement.

9. Events beyond the Publisher’s control

9.1 For the purposes of the Contract, “an Event” means an event beyond the reasonable control of the Publisher including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Publisher or any other party), failure of a utility service or communication or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

9.2 The Publisher shall not be liable to the Advertiser as a result of any delay or failure to perform its obligations under this Contract as a result of an Event.

9.3 If the Event prevents the Publisher from performing its obligations for more than 30 days, either party shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the other party. A refund for any Advertising not published shall be the Advertiser’s sole remedy in these circumstances.

10. Confidentiality and Data

10.1 Both Parties agree to keep confidential (both during and after the Advertising Period) the terms of this Agreement and all other information concerning the business or affairs of the other party. This obligation will not apply in the case of any disclosure required by law, or information which is already publicly available or in the possession of a party at the time of disclosure by the other (other than as a result of a breach of any confidentiality obligation).

10.2 Client agrees that it will not make any disclosure or public statement concerning the subject matter of this Agreement without the Publisher’s prior written approval.

10.3 Advertiser will comply with all applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679, (“GDPR”).

10.4 Advertiser will not collect or otherwise process any User Data without the Publisher’s prior written consent.

10.5 If the Publisher does grant such consent, Advertiser acknowledges and agrees that Client will:

(i) be an independent controller of User Data;
(ii) stop processing User Data within 7 days of its collection;
(iii) not use User Data to retarget individuals on other sites;
(iv) not disclose User Data to any third party, unless it has been anonymised prior to such disclosure and there is no reference to the Publisher or any Publisher’s Client;
(v) not process User Data in a way that is inconsistent with the Publisher’s Privacy Policy; and
(vi) not utilise the User Data to create or augment profiles of individuals based on their behaviour.

11. Advertiser will ensure that all third parties who the Advertiser works with (directly or indirectly) adhere to the provisions of this clause 11.

12. General

12.1 Publication of an Advertisement by the Publisher does not mean that the Publisher accepts that the Advertisement has been provided in accordance with these Terms or that the Publisher has waived any of its rights under the Contract.

12.2 Telephone calls to and from the Publisher may be recorded for the purposes of training and development, dispute resolution and to evidence business transactions.

12.3 Advertisers may not assign or transfer their rights or obligations under these Terms in any way without the written permission of the Publisher.

12.4 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

12.5 The Publisher reserves the right to modify these Terms at any time in its sole discretion. Each time the Advertiser submits an Order, the terms in force at the time of the Order shall apply to that Order. The Advertiser is advised to check this page prior to placing any Order to ensure that it is aware of any changes. The date of the most recent changes to these Terms is shown at the top of this page. Any update to these terms will be published on the Publisher’s website (https://ink-global.com/about-us/our-policies/advertising-terms-conditions/).

12.6 In the event of any conflict, ambiguity or inconsistency between or among these Terms and any purchase order, Insertion Order, or vendor form supplied by the Advertiser, these Terms shall take precedence.

12.7 A person who is not a party to the Contract shall not have any rights to enforce its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

12.8 The Publisher’s Privacy Policy is available on the company website; www.ink-global.com.

12.9 These Terms and any Contract shall be governed by and construed in accordance with the law of England and Wales and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.