Total Media Solutions

Terms and Conditions

1. DEFINITIONS
In these Conditions:
1.1 "Publisher"
means the Media Wales Limited
1.2 "Advertiser"
means the person, organisation of other legal entity whose goods, products, services or event(s) is/are advertised, promoted, marketed or otherwise notified to the public by any Advertisement or Leaflet;
1.3 "Buyer"
means the person placing with the Publisher the order for the design and publication of any Advertisement and/or Leaflet and/or for the publication of any Advertisement or distribution of any Leaflets, whether such person be the Advertiser or the Advertiser's agent, advertising agency or media buyer;
1.4 "Advertisement"
means matter to be printed on the page of a Publication or Leaflet, which advertises, promotes, markets or otherwise notifies the public about goods, products, services or events;
1.5 "Material"
means copy, artwork, photographic prints and/or any other material and/or information including, without limitation, instructions for the design and production of any Advertisement, supplied by or on behalf of the Buyer in connection with any Advertisement or Leaflet;
1.6 "Conditions"
means the terms and conditions set out herein;
1.7 "Leaflet"
means any loose-leaf, folded or bound pages or other printed material
incorporating one or more Advertisements and intended for distribution by the
Publisher;
1.8 "Publication"
means any newspaper, magazine or other publication (including any supplement or magazine for which no charge is made to its recipient and, which is published, whether regularly or occasionally as part, or in association with, such newspaper, magazine or other publication)
1.9 "Rate Card"
means the Publisher's rate card in effect from time to time and which may include, among other matters, the Publisher's scale of Advertisement or Leaflet rates, technical specifications, copy and cancellation deadlines and setting styles;
1.10 Working Day"
means the hours of 9am to 5.30pm Monday to Friday inclusive except Bank or Public holidays.

2. ACCEPTANCE OF TERMS AND CONDITIONS
2.1 The placing of an order for the design and production of any Advertisement and/or Leaflet and/or publication of any Advertisement or distribution or any Leaflet shall constitute acceptance in full of these Conditions together with such additional conditions (if any) as may be set out in the Rate Card. In the event of any variation or inconsistency between these Conditions and the conditions set out in the Rate Card, the latter shall prevail;
2.2 No variation in these Conditions shall be valid or enforceable unless agreed in writing by the duly authorised representatives of the Publisher and the Buyer.

3. WARRANTIES AND INDEMNITY
3.1 The Buyer warrants that:
3.1.1 the Buyer contracts with the Publisher 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 and as such shall be personally liable for all accounts due and outstanding;
3.1.2 the design and production of any Advertisement in accordance with any instructions given by the Buyer and/or the reproduction, publication or distribution of any Advertisement or Leaflet by the Publisher in the form originally submitted by the Buyer to the Publisher will not breach any contract, defame any third party or infringe or violate any copyright, trademark or any other personal or proprietary right of any person or render the Publisher liable to any proceedings whatsoever;
3.1.3 any and all Material is accurate, complete and true;
3.1.4 in respect of any Material provided or any Advertisement submitted to the Publisher 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 has obtained and paid for all necessary licences and consents to make use of such name, representation and/or copy in all media referred to in the Terms and Conditions;
3.1.5 in relation to any investment Advertisement, the Advertiser is, and 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;
3.1.6 any instructions given for the design and production of any Advertisement and/or any Advertisement or Leaflet submitted complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutory recognised regulatory authorities and the law of the European Union) for the time being in force or applicable in the United Kingdom;
3.1.7 all Material submitted to the Publisher in respect of any Advertisement or Leaflet and/or any Advertisement and/or Leaflet, 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
3.1.8 where Material is provided, it has retained sufficient Material of a quality adequate for its own purposes.
3.2 Where the Buyer is the Advertiser's agent, advertising agency or media buyer, the Buyer warrants that it is authorised by the Advertiser to place the Advertisement with the Publisher for design and production and/or for publication of the Leaflet for distribution and the Buyer will indemnify the Publisher against any claim made by the Advertiser against the Publisher arising from the design, production, publication or distribution thereof.
3.3 The Buyer will indemnify the Publisher and agrees to keep it indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or reasonably foreseeable as a result of any breach or non-performance of any of the representations, warranties or other obligations on the part of the Buyer herein contained or implied by law or in any manner whatsoever in consequence of the design and production, publication and/or distribution of any Advertisement, Leaflet and/or Material supplied by or produced and/or published and/or distributed for the Buyer.

4. ACCEPTANCE OF MATERIAL
4.1 The Publisher may, in its absolute discretion, refuse to accept, require to be amended any Material, Advertisement or Leaflet or refuse to design and produce or design and produce in an amended form any Advertisement or Leaflet, in each case so as, inter alia, but without limitation;
4.1.1 to comply with the legal obligations or editorial policy of the Publisher; and/or
4.1.2 to avoid infringement of a third party's rights, the British code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority; and/or
4.1.3 to comply with the production and quality specifications stipulated or referred to in the Rate Card.
4.2 The Publisher shall use all reasonable endeavours to design and produce any Advertisement within any agreed timescale and and shall submit any such Advertisement to the Buyer for approval as soon as reasonably practicable. The Buyer shall promptly notify the Publisher of its approval of such Advertisement.
4.3 It is the responsibility of the Buyer to check the correctness of the Advertisement or Leaflet and of each publication of any Advertisement or distribution of such Leaflet and to notify the Publisher of any errors therein immediately. The Publisher assumes no responsibility for any error or any repetition of an error in an Advertisement or Leaflet unless notified in accordance with this Clause.
4.4 The Publisher has the right at its absolute discretion to decline to publish or distribute, or to omit, suspend or change the position of any Advertisement or Leaflet otherwise accepted for publication or distribution. The Publisher will use reasonable efforts to comply with the wishes of the Buyer but does not warrant the date of publication or distribution, the wording, or the quality of the colour or mono reproduction of any Advertisement or any Leaflet.
4.5 The Publisher shall be under no liability if the design and production of any Advertisement or Leaflet and/or the publication of any Advertisement or distribution of any Leaflet is delayed or prevented, or the size, format, or area of distribution of any Publication or Leaflet is affected by strikes or other industrial action (whether on the part of the employees of the Publisher or otherwise) breakdown of plant, delays to or interruption of services, or any other cause beyond the control of the Publisher.
4.6 The Publisher shall be entitled to sub-contract any of its obligations under these Conditions.
4.7 The Publisher shall be entitled at the Publisher's sole discretion re-publish any Advertisement in whole or in part in any other print or electronic media including without limitation, on the Publisher's Internet site and/or Teletext. In exercising its rights under this Clause 4.6, the Publisher shall be entitled to alter, adapt, edit, add to or otherwise amend any such Advertisement for the purposes of such re-publication.

5. CANCELLATION
5.1 The Buyer shall be entitled to cancel any order for the publication of any
Advertisement or distribution of any Leaflet or any unexpired part of any such
order upon service of the relevant period of notice upon the Publisher as set out
herein:
5.1.1 Daily publications - 36 hours
5.1.2 Weekly publications - 72 hours
5.1.3 All other including (without limitation):- - 2 weeks leaflets, inserts and pre-prints premium position Advertisements.
5.2 The Publisher shall not be bound by any order for the cancellation of any Advertisement or Leaflet unless such order meets the requirements specified in Clause 5.1 above. In the event of any such order being given which does not meet the requirements, the Buyer shall remain liable for all payments due in respect of the Advertisement or Leaflet concerned.
5.3 The Publisher may treat as a cancellation the fact that the Buyer is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or is otherwise in breach of any of theses Conditions in relation to any Advertisement or Leaflet.

6. MATERIAL AND PROPERTY LIABILITY
6.1 Material and Leaflets shall be at the risk of the Buyer whilst in the possession of the Publisher or in transit from the Publisher to any sub-contractor engaged by the Publisher in the performance of its obligations.
6.2 The Publisher will not be liable for any loss of any or damage to Material.
6.3 The Publisher has the right at its discretion to dispose of any Material or Leaflets if unclaimed within within six calendar months after the last order for the publication or distribution of the same and the Publisher shall be entitled to make a reasonable charge for the storage of the same.
6.4 The Publisher shall have a lien on all Materials and Leaflets in its possession in respect of any unpaid invoices due from the Buyer.
6.5 Leaflets must be securely packed in regular quantities of 200 and the quantity and brief description of such Leaflets clearly marked on packaging and delivery documentation.
6.6 The Publisher shall be under no obligation to check the quantity of Leaflets supplied for distribution, nor the accuracy of any information shown on any delivery note or package.
6.7 The Publisher shall have the right to make an additional charge of 10% of the order value for Leaflets incorrectly packed, or at its absolute discretion, to refuse to deliver such Leaflets.
6.8 Leaflets must be delivered during normal working hours to the Publisher's nominated address no later than 1pm on the Friday prior to the week of distribution commencing the following Monday. In the event of late delivery, the Buyer shall be liable to pay a surcharge equivalent to 25% of the order value whether of not the Leaflets are delivered.
6.9 If the Publisher decides any Leaflets are unsuitable for distribution, the Publisher shall promptly notify the Buyer. If acceptable alternative Leaflets are supplied by 1pm on the Friday prior to the weekend distribution, commencing the following Monday the Publisher shall distribute the same. If alternative Leaflets are accepted for distribution at shorter notice, the Publisher shall have the right to make an additional charge of 10% of the order value such additional charge being in addition to any surcharge payable under Clause 6.8 above.
6.10 The Buyer shall be liable for the full order value if acceptable Leaflets are not received by the Publisher at the due time specified under Clause 6.8 or
6.9 above.
6.11 The Publisher shall not be obliged to deliver any Leaflets which do not state the name and address of the printer.

7. BOX NUMBERS
Where an Advertisement is published giving only a box number for replies, a fee for the use of the box number will be charged. The current rate for this service is available on application. While all reasonable endeavours will be made as soon as possible after receipt by the Publisher to forward any replies to box numbers to the Buyer or as the Buyer may direct, the Publisher accepts no liability in respect of any loss or damage which may arise directly or indirectly out of any delay in forwarding or omitting to forward such replies. The Buyer authorises the Publisher in its unfettered discretion to return to the originator any communication which, in the opinion of the Publisher, ought not to be delivered to the Buyer.

8. ACCOUNTS
8.1 In the absence of any specific arrangement between the Publisher and the Buyer, payment (including any associated production, late copy or box number charges) is due immediately upon invoice which will be rendered in advance, except where the Publisher has allowed credit to the Buyer.
8.2 All invoices, unless otherwise agreed in writing by the Publisher, are payable immediately.
8.3 In cases where the Publisher has agreed a credit facility with the Buyer, invoices shall in the absence of any specific written agreement between the Publisher and the Buyer be paid as follows:
8.3.1 for 28-day trade accounts, in full by the 25th day of the month after the month in which the Advertisement was published or the Leaflet was distributed, or
8.3.2 for direct debit accounts, be submitted to the Buyer's bank for payment in full by the 28th day of the month after the the month in which the Advertisement was published or the Leaflet was distributed.
8.4 Payment for the design and production and/or publication of any Advertisement or distribution of any Leaflet shall be as aforesaid whether or not the Buyer shall have provided the Publisher with an order number at the time the relevant order was placed.
8.5 If any such sum due to the Publisher is not paid by the due date, the Buyer agrees to pay an administration charge of £10.00 plus interest on the amount not paid at the rate of 4% above the base rate of The Royal Bank of Scotland Plc accruing from day to day (including the day on which payment was due) both before and after judgment and such additional charge is payable immediately following delivery of the Publisher's invoice particularising it.
8.6 The Buyer shall pay all legal and other costs incurred by the Publisher in recovering sums from the Buyer.
8.7 Any complaint, claim or query, relating to any invoice or account, must be raised with the Publisher within twenty eight days of the receipt by the Buyer of the relevant invoice.
8.8 The existence of any query on any individual items in an invoice shall not affect the due date of payment of the balance of the invoice.
8.9 The Buyer shall not be entitled to set-off against monies payable to the Publisher any monies which the Buyer claims to be due from the Publisher regardless of the basis upon which the claim is made.

9. VOUCHER COPY AND BACK-CHECKING
There is no obligation on the Publisher to supply voucher copies of tear sheets or back checks and their absence shall not Affect the Buyer's liability for the agreed charge.

10. LIABILITY
10.1 In any claim by the Buyer against the Publisher arising from a failure of the Publisher to person its obligations hereunder or from any negligent act or omission by the Publisher, its servants, agents or contractors, the Publisher shall not be liable for losses which go beyond proven direct losses arising from such breach, act or omission and in any event:
10.1.1 the Publisher shall not be liable for consequential losses; and
10.1.2 save in the case of death or personal injury the Publisher's obligation to remedy such failure, act or omission shall be limited to the re-publication or re-distribution of any Advertisement of Leaflet in question or at its sole discretion to issue a credit to the Buyer in the amount payable by the Buyer under the relevant contract.

11.CHANGES OF RATES AND CONDITIONS
The Publisher shall have the right to change its Rate Card at any time and shall notify such changes to the Buyer.

12. GENERAL MATTERS
12.1 No waiver or indulgence whether express or implied by the Publisher of any breach of any of these Conditions shall be effective save in relation to the matter in respect of which it was specifically given.
12.2 In these Conditions where the context so admits words importing the masculine gender include the feminine gender or neuter gender and words importing the singular number include the plural number and vice versa.
12.3 The Publisher shall own the copyright and any other intellectual property right in any material produced by the Publisher for the Buyer in connection with the Advertisement or Leaflets.
12.4 The headings in these conditions are for convenience only and shall not affect their meaning.
12.5 If any provision (or part thereof) of these Conditions shall be held to be illegal or unenforceable in whole or in part, that provision shall, to that extent, be deemed not to form part of these Conditions and the enforceability of the remainder of these conditions shall not be affected.
12.6 Where the Buyer is two or more persons, the Buyer's obligation under these Conditions shall be joint and several.
12.7 Any notice required to be given under these Conditions shall be in writing addressed to the other party at its principal place of business.
12.8 The contract which incorporates these Conditions shall be construed under and governed by the law of England and the parties hereto submit to the exclusive jurisdiction of the English courts.

We wish to bring to your attention, that Media Wales Limited may at any time carry out a credit search at a credit reference agency which will record the fact that a search has been made. However, we will only use the information from these searches to make granting decisions, and if necessary for fraud prevention or tracing debtors.

Media Wales Limited will use your information for administration and analysis. We may share your information with other Trinity Mirror group companies or carefully selected third parties. We, or they, may send you details of other goods and services which may be of interest to you. The information may be provided by letter, telephone or other reasonable means of communication. If you do not want your details to be shared with carefully selected third parties, please write to Media Wales Limited,

FREEPOST SWC 3438, CARDIFF CF10 1GZ quoting your account number.
Brance office addresses where payments can be made:
Cardiff Six Park Street Tel: (029) 20223333
Aberdare 19 Commercial Street Tel: (01685) 873136
Bridgend Unit 2, Brackla Street Centre
Nolton Street Tel: (01656) 304900
Ebbw Vale 14 Bethcar Street Tel: (01495) 304589
Merthyr Tydfil 52/53 Glebeland Street Tel: (01685) 856525
Neath 17 Queen Street Tel: (01639) 778888
Pontypridd 10 Market Street Tel: (01443) 665185