Terms & conditions
PLEASE READ THIS CAREFULLY BECAUSE IT CONTAINS LEGALLY BINDING TERMS THAT APPLY TO ALL ADVERTISEMENT BOOKINGS MADE WITH THE FINANCIAL TIMES. PLEASE NOTE THAT UNDER THESE TERMS THE BUYER OF THE RELEVANT ADVERTISING ASSUMES ALL LEGAL RESPONSIBILITY FOR ADVERTISEMENTS SUBMITTED FOR PUBLICATION. BY MAKING A BOOKING FOR THE PUBLICATION OF AN ADVERTISEMENT FOR PUBLICATION, THE BUYER,WHETHER IT IS AN ADVERTISING AGENCY, ADVERTISER OR OTHERWISE, IS CONFIRMING THAT IT HAS READ,UNDERSTOOD AND AGREED TO THESE TERMS AND CONDITIONS.
1.1 These Terms and Conditions (the "Terms and Conditions") set out legally binding terms that apply to all Bookings made by the Buyer which are accepted by The Financial Times Limited (the "Publisher") for the publication of an Advertisement in any FT Publication or on a Third Party Site. The information contained in the Rate Cards also forms part of these legally binding terms and is hereby incorporated into these Terms and Conditions. Words or terms used in these Terms and Conditions that are capitalised shall have the meaning given to them in Clause 1.7 below.
1.2 No Booking made by a Buyer shall become binding on the Publisher until it confirms its acceptance of that Booking to the Buyer. If a Buyer discusses a Booking with an independent sales representative engaged by the Publisher who is not an employee of the Publisher, only the Publisher, and not the sales representative, is authorised to accept the Booking.
1.3 No variation or addition to these Terms and Conditions without the prior written consent of the Publisher shall be effective unless agreed to in writing by a director of the Publisher and any additional terms the Buyer may seek to impose shall be void and/or unenforceable.
1.4 In the event of any conflict between these Terms and Conditions, the Rate Card and any insertion order, booking confirmation, email exchange or other document that may relate to a Booking, these Terms and Conditions and the Rate Card (in that order) shall prevail to the extent of that conflict.
1.5 The Buyer and the Publisher acknowledge that the Publisher may provide the Buyer with a range of Advertisements and ancillary services directly related thereto as part of a Booking, both in print, online or otherwise, as part of an integrated campaign. In such cases, the Buyer and the Publisher acknowledge that their intent is for these Terms and Conditions, or the applicable parts of them, to apply to all such elements of the campaign, even if individual elements of each campaign are not referred to in these Terms and Conditions, and the parties intend that these Terms and Conditions shall be construed so as to apply insofar as possible to all advertising arrangements that form part of a Booking.
1.6 If a Booking is made to publish an Advertisement on a particular FT Group Company media property that is not published by The Financial Times Limited, then references in these Terms and Conditions to the Publisher shall be construed as meaning the applicable FT Group Company that is the owner or Publisher of the applicable media property for that part of the Booking.
1.7 The following defined terms are used in these Terms and Conditions:
(a) "Advertisement" including Paid Posts or Brand Suites means any advertising material of whatsoever nature submitted to the Publisher by or on behalf of the Buyer for insertion in an FT Publication or on a Third Party Site, or for use by the Publisher at an FT event;
(b) "Booking" including any FT Term Sheet signed by the parties relating to any Paid Posts or Brand Suites, means the placing by a Buyer of an order with the Publisher for the insertion of an Advertisement in an FT Publication;
(c) "Buyer" means the person or legal entity making the Booking, whether such person or legal entity is the advertiser of the relevant product or service (the "Advertiser"), or the Advertiser's advertising agency, media Buyer, or (in the case of Job Advertisements) a recruiter representing a prospective employer (in each case the "Agent");
(d)"FT Group Company" means any company within the Financial Times group of companies which publishes a publication that is either referred to in the Rate Card or in respect of which The Financial Times Limited accepts a booking for an Advertisement under these Terms and Conditions;
(e) “Financial Listing” means any listing in the Managed Funds Service or the Financial Times Share Service.
(f) “Financial Publishing Title” means any of the financial publishing products, publications or services operated or published by FT, including without limitation The Banker, The Banker Database; FT Adviser, FDi Intelligence; Investors Chronicle; This is Africa; Professional Wealth Management; Global Risk Regulator; Financial Adviser and Investment Adviser;
(g) "FT Publication" means any publication, product or service that is operated or published by the Publisher or any other FT Group Company whether in print, online, electronically, digitally or otherwise, including the Newspaper or any FT Site or Financial Publishing Title;
(h) "FT Site" means any online, electronic or digital product or service that is operated or published by the Publisher or any other FT Group Company;
(i) “Fund” means any fund, bond, share or other investment that has an entry in a Financial Listing.
(j) "Message Campaign" means an Advertisement that is inserted into emails, SMS, MMS, IM or other messages delivered by or on behalf of the Publisher;
(k) "Newspaper" means any or all editions of the 'Financial Times' newspaper, including any reprints, supplements, magazines or other inserts;
(l) "NPA Recognised Agent" means an Agent recognised under the Joint Recognition Scheme of the Newspaper Publishers Association Limited and the Newspaper Society (or any successor scheme from time to time);
(m)"Publication Deadline" and "Rich Publication Deadline" have the meaning set out in Clause 2.14;
(n) "Rate Card" means the Publisher's published sterling or US dollar Rate Cards for the then current calendar year (as may be updated from time to time), the current versions of which are available here or such other website as notified by Publisher from time to time;
(o) "Start Date" means the date of first publication for an Advertisement to be published on an FT Site or a Third Party Site pursuant to a Booking;
(p) "Third Party Site" means any online, electronic or-digital product or service that is operated or published by an entity that is not the Publisher or a member of any other FT Group Company and on which the Publisher or any other FT Group Company has the right to publish Advertisements as further set out in Clause 2.19; and
(q) "Working Day" means a day other than Saturday, Sunday or public holiday in England, when banks in London are open.
- SUBMISSION AND PUBLICATION OF ADVERTISEMENTS
Making a booking, status of bookings and cancellations
2.1 The Buyer grants the Publisher and any FT Group Company (as relevant) an irrevocable, world-wide, royalty-free licence to reproduce, publish and republish the Advertisement within the relevant FT Publication (irrespective of the medium or platform in or on which it is published) and/or Third Party Site in accordance with the details of the Booking.
2.2 The Publisher shall have at its absolute discretion the right to reject, refuse, omit, postpone, cancel, or require changes to the whole or part of any Booking or Advertisement submitted for insertion at any time, whether or not it has accepted the Booking, including the dates for publication and positioning of the Advertisement, or to accept the Booking subject to certain specified conditions.
2.3 A Buyer may request an option to hold an Advertisement position, which may be granted to the Buyer by the Publisher in its discretion. No Advertisement shall be published until the option holder confirms and makes a Booking for the Advertisement. If another Buyer requests the same space while the option is being held, the Publisher will notify the option holder, and unless the option holder confirms and makes a Booking for the applicable Advertisement within 2 working days of being notified, then the option will lapse and the Publisher may sell that position to any third party.
2.4 Where FT accepts a Booking for an Advertisement order from a Buyer in relation to space which has previously been the subject of an option (and the Buyer has been made aware of this at the time of order), the Buyer may not cancel or postpone the Advertisement and the cancellation and postponement provisions in Clause 7 shall not apply to the Booking.
2.5 The Buyer may only cancel or postpone a Booking by doing so in writing in accordance with the deadlines set out at Clause 7, otherwise the Publisher shall not be bound by any purported cancellation or postponement and the Buyer shall be liable to pay for the Booking in full.
Technical specifications, errors & omissions
2.6 The Buyer shall submit all Advertisements to the Publisher in accordance with the Publisher's then current technical specifications (as may be updated from time to time), the current version of which is available here, which include copy lead times which the Buyer must comply with unless otherwise notified in writing by the Publisher.
2.7 Save to the extent caused by its negligence, the Publisher will not be responsible for any error or omission in the insertion of any Advertisement, or for any damage or loss of any copy, electronic files, data, drawings or other materials supplied for the purpose of an Advertisement or any shrinkage that may occur during the normal course of production.
2.8 The Buyer shall be responsible for checking the accuracy of the Advertisement copy submitted and for checking the accuracy of any proof which may be provided to the Buyer by the Publisher.
2.9 The Publisher may at its election treat as cancellation or postponement the fact that:
(a) the Buyer is in breach of any of these Terms and Conditions, including any failure to pay fees when due; or
(b) the Buyer (or any of its shareholders or directors) becomes subject to any Sanction, or continuation of this Agreement would (in the reasonable opinion of FT) expose FT or any of its affiliated companies to any Sanction, where “Sanction” means any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Hong Kong or the United States of America.
2.10 If an order is cancelled by the Publisher under Clause 2.9, the Buyer will not be entitled to recover any payments already made and will remain liable for all payments owing in respect of all cancelled Advertisements.
Terms specific to print publications
2.11 Any Buyer offering mail order services or requiring payment in advance of goods being dispatched must be a member in good standing of the National Newspaper Safe Home Ordering Protection Scheme (http://www.shops-uk.org.uk) and may be required to produce proof of such membership to the Publisher prior to acceptance of the Advertisement.
2.12 Should a Buyer wish to make use of a 'box number' service offered by the Publisher, reasonable efforts will be made to forward replies to box numbers to the agreed address as soon as possible. However, the Publisher accepts no liability in respect of any loss or damage arising through delay or failure in forwarding such replies. The Buyer authorises the Publisher to open and return to its origin any such reply if it seems fit to the Publisher to do so. A box number is allocated for a single insertion of an Advertisement, and the charge includes holding the box number open for 21 working days after the insertion of the Advertisement and the handling and posting to the Advertiser of all replies received. Airmail handling rates will be agreed prior to insertion where applicable.
2.13 For Advertisements in the Newspaper, colour is guaranteed for 90% of the total UK ABC audited circulation, excluding those copies of the Newspaper printed at mono-only print sites (at which the Buyer acknowledges Advertisements will not be printed in colour). Classified advertisements are published worldwide in all editions unless otherwise stated, but will only be published in colour in the UK edition. Terms specific to online publications or campaigns on FT Sites and Third Party Sites
2.14 The Buyer shall submit all Advertisements to the Publisher at least 4 working days prior to the intended publication date ("Publication Deadline"), or 5 working days in the case of rich media ("Rich Publication Deadline").
2.15 The Publisher shall have the option to publish the Advertisement (or procure that it is published on a Third Party Site), if the Advertisement copy is supplied after the Publication Deadline or Rich Publication Deadline. The Buyer agrees to pay the Publisher in full for all impressions or space ordered in the event of non-publication of any Advertisement, due to failure to supply the specifications before the Publication Deadline and Rich Publication Deadline.
2.16 (a) With respect to the monitoring and counting of page impressions on FT Sites, the Buyer agrees to rely on the Publisher's advertising management system which records and reports on the number of impressions served and unless the Buyer can prove that such a report contains a manifest error, the Buyer shall accept the results. With respect to such monitoring and counting of page impressions on Third Party Sites, the Buyer acknowledges that the Publisher will be reliant on page impression figures provided to it by a third party, which the Buyer agrees to accept the results of unless it can prove that such report contains a manifest error.
(b)With respect to the monitoring and measuring of viewability on FT Sites: (i) viewability will only be measured if this has been agreed in the relevant insertion order and, in any event, only for desktop display inventory; (ii) the Buyer agrees to rely on the Publisher's advertising management system which records and reports on the viewability score based on IAB standards and unless the Buyer can prove that such a report contains a manifest error (by using its own report from a technology measurement provider which has been approved by the Media Ratings Council or the Audit Bureau of Circulations Limited), the Buyer shall accept the results; and (iii) where a viewability goal has been agreed between the Publisher and the Buyer in the relevant insertion order but the number of impressions viewed falls below this goal according to one of the reports referred to in 2.16(b)(ii) above, the Buyer’s sole remedy shall be to require the Publisher to provide additional inventory to ensure the correct number of viewable impressions are reached and the Buyer shall not be entitled to a reduction in any fees payable or a refund of any fees paid in advance.
(c) Where advertising has been booked on a ‘cost per hour’ basis, 50% of the surface area of the impression must have been viewed for at least 5 seconds for that impression to count. The Buyer shall be responsible for the cost of any ad serving on the Buyer’s side.
2.17 The Buyer agrees that automated page impressions may be included in the total number of page impressions purchased on FT Sites and Third Party Sites. On FT.com, automated page impressions constitute approximately one quarter of the total number of page impressions on an FT Site. This figure may vary seasonally from time to time. Automated page impressions as a percentage of total campaign page impressions for a specific campaign may be greater or less than the average percentage referred to. This data is accurate as at December 2009. Data is regularly updated at www.abc.org.uk.
2.18 The Buyer represents and warrants that it shall only drop or use a cookie or any other tracking device, beacon, floodlight or other technological device or similar technology (each, a "Cookie") on the device of any user to whom such Advertisement is served, provided that:
(a) the Buyer complies with all applicable laws and regulations and all user preferences (including all user consents required under the General Data Protection Regulation, the Privacy and Electronic Communications Regulations, and all other applicable laws), of which it is aware or should be aware, and shall not cause FT to be in breach of any applicable laws, regulations and preferences;
(b) the Cookie is dropped or used only for the purposes of (i) displaying advertising or analysing impressions, campaign performances and click-through rates; or (ii) for targeting or retargeting users on FT sites only to the extent that the Buyer has obtained the prior specific, informed, unambiguous consent of the user given by a clear affirmative action, and which has not subsequently been withdrawn by the user, as required under the General Data Protection Regulation, the Privacy and Electronic Communications Regulations, and all other applicable laws; and
(c) the Buyer will not disclose the data collected through any such Cookie to any third parties, or combine it with any information collected by itself or from other sources (including for the purpose of building user profiles).
2.19 To the extent that the Buyer wishes to place any Advertisements using any advertisement purchasing or auctioning platform provided by a third party (the "Service Provider"), the Buyer acknowledges and agrees that:
(a) these Terms and Conditions apply between the Publisher and the Buyer to any such placement of Advertisements;
(b) the Service Provider may use automated means to collect data relevant to those Advertisements, including for the purpose of providing the relevant services and calculating the relevant fees;
(c) irrespective of the terms of any contract between the Buyer and the Service Provider, the disclaimers, exclusions and limitations of liability in these Terms and Conditions apply for the benefit of the Publisher and the FT Sites; and
(d) the Buyer shall not enforce any Terms and Conditions of its contract with the Service Provider which may result in any liability for the Publisher to the Buyer or the Service Provider.
2.20 All Advertisements booked to appear on FT Sites shall comply with the specifications set out in the Publisher’s Digital Advertising Guide here. By making a Booking, a Buyer acknowledges that it has read and agreed to the Digital Advertising Guide
2.21 For a Message Campaign:
(a) the Publisher will not make available to the Buyer or any third party any data relating to recipients or intended recipients of the Message Campaign (including, without limitation, the Publisher's database of users or any part thereof), unless a separate agreement is entered into by the Publisher and the Buyer under which the Publisher may make certain data available to the Buyer conditional on the Buyer providing certain assurances as to its use of the data and data protection compliance;
(b) the Publisher makes no representation as to the accuracy or completeness of its database of users, and will accept no liability arising from any inaccuracy or incompleteness thereof;
(c) the Buyer agrees that the charge made for a Message Campaign shall be based on the number of Advertisements sent, and not the number of Advertisements received, and acknowledges that the Publisher cannot provide any guarantees as to the number of Advertisements that will be received;
(d) Advertisements for use in a Message Campaign will be subject to additional restrictions as to size, format and content;
(e) no reference to the Publisher shall be made in the Advertisement without the Publisher's prior written consent to the specific form and wording of such reference; and
(f) the Publisher will not intentionally send Advertisements to users of an FT Site who have informed the Publisher that they do not wish to receive such Advertisements.
2.22 The Buyer acknowledges that the Publisher may acquire inventory on a Third Party Site from an independent source that it is entitled to sell such inventory to the Buyer. The Publisher may not have a direct contractual relationship with the entities owning or operating the Third Party Sites and therefore the Buyer acknowledges that the Publisher may not be able to or may not choose to identify the Third Party Site on which Advertisements submitted for insertion on a Third Party Site will be published. The Buyer further acknowledges that the Publisher may acquire inventory in respect of Third Party Sites for a lower cost than the amount charged by the Publisher to the Buyer in respect of such inventory
2.23 For audience extension campaigns, where Advertisements are served to users of FT Publications on Third Party Sites, the Buyer acknowledges and agrees that the Publisher cannot control Third Party Sites and any third parties that are used to deliver the audience extension campaign. Therefore Publisher does not provide any warranty or guarantee that the Advertisements will be published on a particular Third Party Site(s) or in certain geographic locations, nor what content with which the Advertisements will appear, nor the dates of insertion.
Terms specific to Paid Posts
2.24 The following terms apply where the parties agree that an Advertisement will take the form of a Paid Post. A “Paid Post” is any form of paid or sponsored content which adheres to the Publisher’s “Paid Post” content guidelines, and for which the Advertiser is taking editorial responsibility.
2.25 The Advertiser is fully responsible and liable for the Paid Post as set out in these Terms and Conditions. In particular the Advertiser will be solely responsible for the content to appear on the Paid Post and will ensure that the Paid Post is accurate, not misleading and of a quality commensurate with the Publisher’s brand.
2.26 The Advertiser will not include the Publisher’s trade marks within the content of the Paid Post without the Publisher’s written consent. Where consent is given, the Advertiser will comply with the Publisher’s branding instructions as issued from time to time.
2.27 Where the Publisher provides services in relation to the design and creation of the Paid Post, including without limitation production of elements of the Paid Post (“Publisher Elements”):
(a) FT provides the services and the Publisher Elements as a service provider on behalf of the Advertiser. The Publisher Elements will not constitute editorial content of the Publisher, and the Advertiser retains full editorial responsibility for the Paid Post, including the Publisher Elements, in accordance with clause 2.25;
(b) the first to occur of (i) written acceptance and (ii) production use of the Publisher Elements constitutes an irrevocable acceptance by the Advertiser that the Publisher Elements meet the Advertiser’s requirements;
(c) the Advertiser will not without the Publisher’s prior written consent use the Publisher Elements elsewhere; and
(d) the Publisher may subcontract the services to third parties without the consent of the Advertiser.
2.28 The Publisher may add suitable statements to the Paid Post making clear that the Paid Post is sponsored content and that no FT editorial staff have been involved in producing the content of the Paid Post.
2.29 The Publisher may use a third party to host the Paid Post on a subdomain of the relevant FT Site
2.30 Pursuant to clause 2.2, the Publisher shall have at its absolute discretion the right to reject, refuse, omit, postpone or require changes to the whole or part of any Paid Post. Without limitation, the Publisher may accept, in its absolute discretion, a suitable alternative Advertisement of equal value submitted by the Buyer as a replacement.
2.31 Except as modified or varied by the above, the rest of these Terms and Conditions apply to Paid Posts as for any other Advertisement
Terms specific to Brand Suites
2.32 The following terms apply where the parties agree that an Advertisement will take the form of a Brand Suite. A “Brand Suite” is any form of paid or sponsored content which need not adhere to the Publisher’s “Paid Post” content guidelines, and for which the Advertiser is taking editorial responsibility. Sponsor acknowledges that Brand Suites may not be tied to a specific feature or other specific editorial content other than with FT’s prior approval (and FT may at its discretion approve this where it relates to a broad theme such as a Special Report, or if there is no adjacency to the content it references).
2.33 The Advertiser is fully responsible and liable for the Brand Suite as set out in these Terms and Conditions. In particular, the Advertiser will be solely responsible for the content to appear on the Brand Suite and will ensure that the Brand Suite is accurate, not misleading and of a quality commensurate with the Publisher’s brand.
2.34 The Advertiser will not include the Publisher’s trade marks within the content of the Brand Suite without the Publisher’s written consent. Where consent is given, the Advertiser will comply with the Publisher’s branding instructions as issued from time to time.
2.35 Where the Publisher provides services in relation to the design and creation of the Brand Suite, including without limitation production of elements of the Brand Suite (“Publisher Elements”):
(a) FT provides the services and the Publisher Elements as a service provider on behalf of the Advertiser. The Publisher Elements will not constitute editorial content of the Publisher, and the Advertiser retains full editorial responsibility for the Brand Suite, including the Publisher Elements, in accordance with clause 2.33;
(b) the first to occur of (i) written acceptance and (ii) production use of the Publisher Elements constitutes an irrevocable acceptance by the Advertiser that the Publisher Elements meet the Advertiser’s requirements;
(c) the Advertiser will not without the Publisher’s prior written consent use the Publisher Elements elsewhere; and (d) the Publisher may subcontract the services to third parties without the consent of the Advertiser.
2.36 The Publisher may add suitable statements to the Brand Suite making clear that the Brand Suite is sponsored content and that no FT staff have been involved in producing the content of the Brand Suite.
2.37 The Publisher may use a third party to host the Brand Suite on a subdomain of the relevant FT Site.
2.38 Pursuant to clause 2.2, the Publisher shall have at its absolute discretion the right to reject, refuse, omit, postpone or require changes to the whole or part of any Brand Suite. Without limitation, the Publisher may accept, in its absolute discretion, a suitable alternative Advertisement of equal value submitted by the Buyer as a replacement.
2.39 Except as modified or varied by the above, the rest of these Terms and Conditions apply to Brand Suites as for any other Advertisement.
- CONTRACTING AS PRINCIPAL AND WARRANTIES
3.1 The Buyer contracts with the Publisher as a principal and warrants and represents to the Publisher that it has the authority to do so and that, if it is an Agent, it is authorised to make Bookings on behalf of its Advertisers.
3.2 The Buyer warrants and represents that:
3.2.1 Advertisements submitted for publication (and, in the case of Advertisements submitted for publication on an FT Site or any Third Party Site, any website to which such an Advertisement links) shall:
(a) comply with all applicable laws, regulations, codes of practice or similar in countries where the FT Publication and/or Third Party Site (as applicable) is available;
(b) not contain any libellous, fraudulent, misleading or false statement, and shall not give cause, directly or indirectly, for any action to be brought against the Publisher for libel, fraud or publication of a false or misleading statement;
(c) not infringe the intellectual property rights, rights in confidential information, rights of privacy or any other rights whatsoever of any third party or unfairly prejudice the legitimate interest of any third party by implication or otherwise;
(d) comply with the requirements from time to time of United Kingdom financial services legislation both as to content and authorisation (including but not limited to the Financial Services and Markets Act 2000 or legislation pertaining to gambling) and comply with all applicable state and federal laws and regulations of the United States of America relating to the offer or sale of securities or pertaining to gambling;
(e) comply with the Committee of Advertising Practice British Code of Advertising, Sales Promotion and Direct Marketing and all other codes under the general supervision of the Advertising Standards Authority or any successor body and that without limitation all material included within an Advertisement is accurate, legal, decent, honest and truthful;
(f) where an Advertisement includes a competition, prize draw or similar promotion: (i) comply with all applicable laws and regulations, and (ii) the competition, prize draw or promotion shall be conducted by the Buyer, in accordance with all applicable laws and regulations, and the Buyer shall be responsible for the provision of all prizes;
(g) not indicate an intention to discriminate on grounds of sex, race, religion or belief, disability, ethnic origin, age or sexual orientation (unless such an Advertisement is exempted from any statutory requirements relating to such forms of discrimination and the Buyer notifies the Publisher of the applicability of such an exemption at the time when the Advertisement is booked);
(h) not cause disruption to any computer, computer system, network or any FT Site or Third Party Site, and shall be free from viruses or malicious code; and
(i) will not be prejudicial or damaging to the reputation of the Publisher or the FT Publications.
3.2.2 it shall not represent to any third party that the Publisher in any way endorses the Buyer, the Advertisement and/or the Buyer's products or services;
3.2.3 it shall ensure that all Advertisements submitted for publication are clearly recognisable as advertising and not designed to resemble editorial content;
3.3 The Publisher warrants and represents to the Buyer that it shall use reasonable care and skill in carrying out its obligations under these Terms and Conditions. To the fullest extent permitted by law, the Publisher does not provide and hereby disclaims for its own benefit any other warranties, conditions, representations, terms or undertakings, express or implied, statutory or otherwise.
3.4 Without limiting Clause 3.3, the Buyer agrees and acknowledges that the Publisher makes no representation or warranty:
(a) that any publication of any Advertisement will be confined to persons resident in any particular legal jurisdiction(s);
(b)as to the exact number of page impressions that will be delivered on specific dates during an online campaign;
(c) as to the quality of reproduction of Advertisements in FT Publications or on Third Party Sites;
(d) the exact layout and format of any FT Publication or Third Party Site which shall be in the discretion of the Publisher or owner of such Third Party Site;
(e) as to the availability of any FT Site or Third Party Site; and in each case the Publisher accepts no liability to the Buyer in respect of the same;
(f) as to the accuracy of any materials or information provided by the Publisher to the Buyer about the effectiveness of a Buyer’s Advertisement on any reader or user of any FT Publication.
- LIABILITY OF THE PARTIES
Buyer's responsibility to the Publisher
4.1 THE BUYER AGREES TO FULLY INDEMNIFY AND KEEP FULLY INDEMNIFIED THE PUBLISHER, ITS DIRECTORS, AGENTS AND EMPLOYEES AGAINST ANY AND ALL LOSSES, LIABILITIES, COSTS, CLAIMS,DAMAGES, DEMANDS, EXPENSES AND FEES(INCLUDING BUT WITHOUT LIMITATION LEGAL AND OTHER PROFESSIONAL FEES) SUFFERED OR INCURRED BY THE PUBLISHER ARISING OUT OF OR IN CONNECTION WITH:(A) ANY BREACH BY THE BUYER OF THE WARRANTIES AND REPRESENTATIONS SET OUT IN THESE TERMS AND CONDITIONS OR IMPLIED BY LAW, INCLUDING WITHOUT LIMITATION ITS WARRANTY AS TO AUTHORITY IN CLAUSE 3.1; OR(B) ANY OTHER BREACH OF THESE TERMS AND CONDITIONS BY THE BUYER; OR(C) THE PUBLICATION BY THE PUBLISHER OF AN ADVERTISEMENT IN ACCORDANCE WITH A BOOKING; OR(D) ANY THIRD PARTY CLAIM OR LIABILITY ARISING OUT OF OR RELATED TO THE ADVERTISEMENTS, THE PROPERTIES AND LANDING PAGES TO WHICH ADVERTISEMENTS DIRECT THE USER AND THE URL REDIRECT (THE “DESTINATIONS”), AND THE PRODUCTS AND SERVICES ADVERTISED ON THE DESTINATIONS.
Publisher's responsibility to the Buyer
4.2 IF THE PUBLISHER FAILS TO PUBLISH AN ADVERTISEMENT ON AN AGREED DATE PURSUANT TO A BOOKING THAT IT HAS ACCEPTED, THEN IT IS AGREED THAT THE BUYER'S SOLE REMEDY FOR SUCH FAILURE SHALL BE TO REQUIRE THE PUBLISHER TO EITHER PUBLISH THE ADVERTISEMENT ON A REVISED MUTUALLY AGREED DATE AT NO ADDITIONAL COST OR TO REQUIRE THE PUBLISHER TO REFUND ANY FEES PAID IN ADVANCE BY THE BUYER FOR SUCH ADVERTISEMENT.
4.3 THE PUBLISHER HEREBY RESTRICTS AND LIMITS ITS LIABILITY TO THE BUYER OR ANY THIRD PARTY UNDER THESE TERMS AND CONDITIONS TO THE FULLEST EXTENT PERMITTED BY LAW AS FOLLOWS:(A) THE PUBLISHER SHALL HAVE NO LIABILITY TO THE BUYER IN RESPECT OF EITHER:(I) ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL LOSS OR DAMAGE OR FOR ANY PUNITIVE DAMAGES; OR(II) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUES, LOSS OF DATA OR ANTICIPATED SAVINGS,IN EACH CASE EVEN IF THE PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND WHETHER SUCH LOSS OR DAMAGE WAS REASONABLY FORESEEABLE OR ACTUALLY FORESEEN; AND(B) IN NO EVENT SHALL THE PUBLISHER'S AGGREGATE LIABILITY TO THE BUYER UNDER THESE TERMS AND CONDITIONS IN RESPECT OF EACH BOOKING MADE BY THE BUYER, EXCEED THE PRICE PAID BY THE BUYER FOR THE BOOKING WHICH GAVE RISE TO THE RELEVANT LIABILITY.
4.4 NOTHING IN THIS CLAUSE 4 SHALL BE CONSTRUED AS EXCLUDING OR LIMITING THE PUBLISHER'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FRAUD.
4.5 THE BUYER AGREES THAT UNLESS IT NOTIFIES THE PUBLISHER OF A COMPLAINT OR CLAIM REGARDING A BOOKING OR THE PUBLICATION OF AN ADVERTISEMENT WITHIN 30 WORKING DAYS OF THE BOOKING DATE OR (IF LATER) THE PUBLICATION OF THE ADVERTISEMENT THE SUBJECT OF THE COMPLAINT, THEN IT WAIVES ITS RIGHT TO MAKE SUCH COMPLAINT OR CLAIM NOTWITHSTANDING ANY LONGER LIMITATION PERIOD THAT MAY EXIST AS A MATTER OF LAW AND THE PUBLISHER SHALL HAVE NO LIABILITY TO THE BUYER IN RESPECT OF THE SAME.
4.6 ANY INFORMATION RECEIVED BY THE BUYER FROM THE PUBLISHER IN RELATION TO AN ADVERTISEMENT UNDER THESE TERMS AND CONDITIONS IS INTENDED ON AN 'AS IS' BASIS ONLY AND MAY NOT BE REPRODUCED WITHOUT THE PUBLISHERS PERMISSION.
5.1 The Buyer shall pay the Publisher for all Bookings made by the Buyer (and which are accepted by the Publisher) in accordance with this Clause 5.
5.2 The Buyer shall be entitled to cancel any Booking in accordance with Clause 7. These are the Buyer's only cancellation rights in respect of a Booking. Unless the Buyer cancels a Booking in accordance with Clause 7, then it shall remain fully liable to pay the Publisher for the Booking in accordance with this Clause 5.
5.3 Advertising rates are specified in the for as may be otherwise notified by the Publisher to the Buyer from time to time as part of the Booking process, as may be varied from time to time. Rates are quoted exclusive of Value Added Tax and any other applicable sales taxes. Any Value Added Tax or any other applicable tax due on an Advertisement will be paid by the Buyer in addition to the Rate Card rates shown separately on the invoice.
5.4 The Buyer shall pay all amounts payable by it under these Terms and Conditions free and clear of all deductions or withholdings unless the law requires a deduction or withholding. If a deduction or withholding is required by law, the Buyer shall pay such additional amount as will ensure that the net amount the Publisher receives (after account is taken of any such deduction or withholding in respect of the additional amount) equals the full amount which it would have received had the deduction or withholding not been required. The Publisher shall comply with all reasonable requests from the Buyer to file, or to provide the Buyer with such forms, statements or certificates as shall enable the Publisher or the Buyer to claim a reduced rate of tax or exemption from tax in accordance with the applicable double tax treaty with respect to any withholding taxes required to be borne by the Buyer pursuant to this Agreement.
5.5 THE PRICES QUOTED FOR ADVERTISEMENTS DO NOT GUARANTEE THE BUYER THAT THE ADVERTISEMENT BOOKED WILL BE A SPECIFIC SIZE, WHICH WILL DEPEND ON THE SIZE AND DESIGN OF ANY FT PUBLICATION OR A THIRD PARTY SITE FROM TIME TO TIME. ADVERTISEMENTS WILL HOWEVER COVER A FIXED PROPORTION (BASED ON THE SIZE BOOKED) OF THE PRINTED AREA OF THE PAGE. THE PUBLISHER SHALL NOT BE LIABLE FOR ANY CLAIMS FOR REFUNDS OR COMPENSATION ON THE BASIS THAT A PRINTED ADVERTISEMENT IS NOT THE SAME SIZE AS QUOTED WHEN BOOKING. PLEASE SEE THE RATE CARD OR THE SPECIFICATIONS ONLINE HERE FOR MORE DETAILS.
5.6 For Advertisements submitted for insertion on an FT Site or a Third Party Site, rates apply per thousand impressions served and are dependent on volume ordered and site position unless otherwise specified by the Publisher.
5.7 Gross rates for Advertisements submitted for insertion in the Newspaper (except classified lineage and semi-display Advertisements) are subject to a 0.1% Advertising Standards Board of Finance ("ASBOF") surcharge for all advertisements booked within the United Kingdom.
5.8 Payment in respect of Advertisements is due, in the absence of any other specific arrangement agreed between the Publisher and the Buyer during the Booking process, 8 working days in advance of the date for commencement of the relevant campaign as specified in the Booking.
5.9 Where the Publisher, within its discretion, agrees to allow credit to the Buyer in respect of Advertisements inserted in the Newspaper, the due time for payment shall be no later than 10.00 am:
5.9.1 if the Buyer is an NPA Recognised Agent, on the last working day of the month following that in which the Advertisement appeared; or
5.9.2 in any other case, on the 25th working day following the date on which the Advertisement appeared. Full details of each remittance are to be supplied to the Publisher by the due time.
5.10 Where the Publisher, within its discretion, agrees to allow credit to the Buyer, payment in respect of Advertisements inserted on an FT Site or a Third Party Site is due within 30 working days of the date shown on the invoice. The Publisher may invoice the Buyer in respect of such Advertisements on or at any time after the Start Date.
5.11 Payment shall mean the receipt by the Publisher at its principal place of business (or elsewhere as it may direct) of cash or the crediting to the Publisher's bank account of a cheque or money transferred electronically or through the clearing bank's BACS system.
5.12 Except in the case of Financial Listings, a commission of 15% on the gross invoiced amounts may be allowed to NPA Recognised Agencies. In the case of Financial Listings and agencies for the print Financial Publishing Titles, a commission of 10% is allowed to such agencies. Where the Buyer is not an NPA Recognised Agent, no commission is allowed unless otherwise agreed by the Publisher.
5.13 The following terms apply to any Financial Listing:
(a) For Financial Listings of up to (and including) a year in duration, the full fees will be invoiced in advance. For Financial Listings of more than a year in duration, the fees will be invoiced in advance on an annual basis. Where payment is not received in accordance with this clause 5, the Publisher reserves the right to terminate the Financial Listing without prior warning to the Buyer.
(b) If the Buyer closes, merges or liquidates a Fund then the Buyer shall provide details of this to FT, along with such evidence as FT may require to verify the closure, merger or liquidation. FT may then (at its sole discretion) issue a pro rata credit for any invoiced fees for the unexpired term for that Financial Listing, subject to any adjustment FT may make to any discount previously given for that Financial Listing.
(c) If the Buyer wishes to add an additional Fund to an existing Financial Listing then FT may (at its sole discretion) agree to this, and the fees for that additional Fund will be calculated pro rata for the remaining term of the Financial Listing.
(d) Any trial period that is offered by FT for a Financial Listing may be cancelled by FT at its sole discretion, and FT does not guarantee publication during the trial period.
(e) No credit or refund will be provided where any equity ceases to be eligible for a Financial Listing in the Financial Times Share Service during the term of that Financial Listing.
5.14 Unless otherwise agreed in writing between the parties, advertising credits granted by Publisher to the Buyer (including any advertising spend granted by FT pursuant to any "contra" or similar agreement) to be used for future Bookings in place of payment shall expire and have no further effect 12 months after the original date of grant by the Publisher.
6.1 The Buyer acknowledges that in order to publish an Advertisement on a particular date (or, in the case of an Advertisement to be published on a Third Party Site, procure the publishing of), the Publisher will be obliged to supply to external parties copies of and/or-information relating to the Advertisement prior to the agreed date of publication. The parties agree that any such action by the Publisher shall not constitute a breach of any embargo (or similar) placed on the Advertisement.
6.2 The Buyer may not assign or transfer any of its rights under these Terms and Conditions to any third party.
6.3 These Terms and Conditions shall constitute the entire agreement between the parties with regard to its subject matter and shall supersede all prior understandings, commitments and undertakings that either party may have given.
6.4 Except as expressly provided in these Terms and Conditions, no provision of these Terms and Conditions shall confer any right on any third party. To the fullest extent permitted by applicable law, the parties hereby exclude any such right (including any such right arising under statute).
6.5 With exception of the Buyer's payment obligations, neither the Publisher nor the Buyer shall be liable to each other for any failure to comply with the terms of these Terms and Conditions as a result of any event beyond the control of either of them.
6.6 If any provision of these Terms and Conditions shall be invalid or unenforceable, it shall not affect any other provision, which shall remain in full force and effect.
6.7 No third party (including any Advertiser where an Agency has made a Booking on behalf of an Advertiser) shall have any rights to enforce these Terms and Conditions against the Publisher. However, the Publisher reserves the right to provide information on pricing and bookings to the relevant Advertisers on request.
6.8 These Terms and Conditions are governed by English Law. The parties agree that the English courts shall (subject to the following sentence) have exclusive jurisdiction to settle any dispute which may arise out of these Terms and Conditions and submit all disputes to the jurisdiction of those courts. However, for the exclusive benefit of the Publisher, the Publisher shall retain the right to bring proceedings in the courts of the country (or state) of the Buyer's place of business.
6.9 The Publisher may from time to time modify these Terms and Conditions or the Rate Card by publishing any changes online at http://www.fttoolkit.co.uk/advertising/termsandconditions.html. Buyers should check online before placing an order since by placing an order for the insertion of an Advertisement a Buyer agrees to be bound by any updates to such Terms and Conditions or Rate Card. This version of the Terms and Conditions replaces any previously published version.
7. CANCELLATIONS AND POSTPONEMENTS
This Clause 7 does not apply in the circumstances set out in Clause 2.4. All cancellations and postponements must be made in writing in accordance with the following deadlines otherwise they shall not be valid:
7.1 FT Newspaper (Mono and Colour) 60 working days notice for all special positions, all colour advertisements. 28 working days notice for all mono advertisements of a quarter page (280 mm x 4 cols or equivalent) and above, except multi-page advertisements and reports. 60 working days notice for multi-page advertisements and reports. (Orders for advertisements in reports are accepted on the understanding that the Publisher may publish at any time within 5 weeks of the proposed reports date.)10 working days notice for early printed sections excluding reports and multi-page advertisements. 8 working days notice for all other mono advertisements. House and Home print section: 10 working days notice prior to copy deadline (mono and colour).
7.2 How To Spend It 60 working days prior to copy deadline. Cover sites, contracts and double page spreads, 120 working days. Advertorials are non-cancellable.
7.3 FT Weekend Magazine 28 working days prior to copy deadline. Cover sites, contracts and double page spreads, 42 working days. Advertorials are non-cancellable.
7.4 FT Sites 28 working days prior to Start Date for sponsorship of microsites, surveys, Message Campaigns and other sponsorship or featured Advertiser Positions. 28 working days prior to the Start Date for pop-ups and country-specific or other targeted run of site Advertisements. 4 working days prior to the Start Date for job Advertisements, run of world or non-targeted run of site Advertisements.
7.5 Reallocated options These cannot be cancelled or postponed.
7.6 FT Mobile & Tablet platforms 60 working days prior to the Start Date for all Advertisements or sponsorship.
7.7 Any other print FT Publications (including the Financial Publishing Titles) 30 working days prior to copy deadline.
7.8 Financial Listings: These cannot be cancelled or postponed by the Buyer during the agreed term for the Financial Listing, except as set out in clause 5.13.
7.9 Paid Posts and Brand Suites: These cannot be cancelled or postponed.
7.10 These Terms and Conditions were published on 2 October 2017 and replace with immediate effect the Terms and Conditions previously published on 23 February 2017.
© The Financial Times Limited 2017.