1. Basis of Contract
1.1 In these Conditions, “Advertiser” shall mean either:
1.1.1 an advertising agency where an advertising agency is used. Where an advertising agency is used the relationship between Wasted Talent and the agency is that the Order is and shall be treated as issued by the Advertiser as a principal and there shall be no contract between the Advertiser’s client and Wasted Talent, nor shall the Advertiser’s client be able to claim upon the contract of the agency with Wasted Talent; or
1.1.2 if no advertising agency any person, partnership or company and/or its agent placing orders for an insertion of an advertisement in the publication provided or commissioned by any company in the Wasted Talent Company group.
1.2 The placing of an Order will be subject to these Conditions to the exclusion of all other terms and conditions, including any terms and conditions which the Advertiser purports to apply to any quotation, Order acknowledgement or any other document issued by the Advertiser.
2. Acceptance of the Advertisement and Booking Orders
2.1 Advertisements are accepted at Wasted Talent’s absolute discretion and subject always to the following conditions:
2.1.1 illustrations and other material provided by the Advertiser being in accordance with the standards and guidelines of Wasted Talent
2.1.2 space being available in the publication;
2.1.3 subject to the status of the Advertiser itself; and
2.1.4 where applicable, subject always to the provisions of condition 7 of these Conditions.
2.2 Advertisements must not contain any reference to Wasted Talent or any associated company, product, brand or logo which is, in the sole opinion of Wasted Talent, likely to imply that Wasted Talent is sponsoring, endorsing or in any way connected with the Advertiser or the proprietors of other material contained in the advertisement.
2.3 Wasted Talent reserves the right to refuse advertisements that in the sole opinion of WT are similar in any way to the editorial style of any
2.4 Wasted Talent has at its absolute discretion the right to omit, suspend or change the position of any advertisement accepted for insertion and the right to make any alteration it considers necessary or desirable in an advertisement, including repeating the most appropriate copy if necessary, or to require copy to be amended to meet its approval. For the avoidance of doubt, advertising accepted under these Conditions shall be included in the print version of any publication only. Advertising in any digital version of an WT publication shall be subject to a separate agreement.
2.5 Any bookings made verbally by the Advertiser shall be conditional upon and subject to acceptance by Wasted Talent pursuant to the conditions set out in this Agreement.
3. Content of Advertisements and Advertiser’s Warranties
3.1 The Advertiser warrants it has the full power and authority to enter into and perform the terms of these Conditions and has not entered into any arrangement which in any way conflicts with these Conditions or inhibits restricts or impairs its ability to perform its obligations under these Conditions.
3.2 The Advertiser warrants that the placing of an Order for the insertion of an advertisement in any Wasted Talent publication will:
3.2.1 comply with the Trade Description Acts of 1968 and 1972 (including any statutory re-enactment or modification thereof), The Financial Services Act 1986 and any other relevant legislation;
3.2.2 not contain any material that shall infringe any copyright, right of trademark, right of privacy, right of publicity or personality or another right of any other nature of any person, or be obscene or libellous or blasphemous or defamatory, and that the advertisements do not incorporate any third party source material, or otherwise legally actionable under any civil or criminal laws in force in any legal jurisdiction or which might bring Wasted Talent into disrepute;
3.2.3 be legal, decent honest and truthful so as to comply with the British Code of Advertising Practice (for the time being in force), consumer protection legislation and other codes under the general supervision of the Advertising Standards Authority;
3.2.4 be no claims, demands, liens, encumbrances or rights of any kind in the advertisements resulting from any act or omission of the Advertiser, which can or will impair or interfere with the rights of Wasted Talent, and that nothing contained in the advertisements, nor any use of it, will violate any right of any third party.
4. Payment Terms
4.1 Unless payment is to be made in advance, accounts shall be due 50% immediately on commencement (per date of this contract) and 50% on completion. Wasted Talent reserve the right to commence production only on receipt of first 50% payment.
4.2 PPA registered agencies shall pay Wasted Talent on the 28th of the month following the live date.
4.3 Wasted Talent reserves the right to charge interest on any monies due which shall be in arrears and unpaid. Such interest will be calculated upon the amount owing at a rate equivalent to 4% per annum above the base rate of HSBC Plc in the United Kingdom for the time being in force.
4.4 Any queries or disputes relating to any invoice issued by Wasted Talent must be raised by the Advertiser within 6 weeks of receipt otherwise the invoice will be deemed accepted.
4.5 All gross advertising rates are subject to a 0.1% Advertising Standards Board of Finance surcharge, payable by Advertisers. When Orders are placed by advertising agents the agency will be responsible for collecting and paying these surcharges.
4.6 Advertisement rates are subject to increase at any time without notice to the Advertiser. Rates will be honoured for already booked projects per this agreement
5.1 In the event of the client requiring a cancellation, the first 50% plus any additional costs incurred to Wated Talent will be payable. Wasted Talent will not be bound by notice of stop orders, cancellations or transfers of advertisements.
5.2 If an Advertiser cancels the balance of a contract they relinquish any right to any series discount or added value to which they were previously entitled.
6.1 These Conditions set out the entire agreement and understanding between the Advertiser and Wasted Talent in connection with the sale
of advertisements to Wasted Talent and shall supersede and replace all documentation previously issued by the Advertiser purporting to set its terms and conditions of the sale of the advertisements.
6.2 If at any time one or more of the conditions of the Conditions is held to be or becomes void or otherwise unenforceable for any reason under applicable law, the same shall be deemed omitted from the Conditions and the validity and /or enforceability of the remaining provisions of the Conditions shall not be affected or impaired as a result of that omission.
6.3 Neither party is appointed nor authorised to act as the legal agent of the other and, save as expressly set out in these Conditions neither shall make any commitments or representations on behalf of the other. Neither party is the partner of the other and no partnership is created by these Conditions.
6.4 Wasted Talent shall be entitled to assign or license the whole or any part of its rights under these conditions to any of its group companies (including but not limited to any holding or subsidiary company as defined by section 1159
of the Companies Act 2006). In such event, all representations, warranties
and undertakings shall inure for the benefit of the assignee or licensee with effect from such assignment or licence and Wasted Talent shall have no further liability to the Advertiser.
6.5 Any notice given under these Conditions must be in writing and sent
by registered post to the Office manager – Wasted Talent Ltd, 90-92, Pentonville Road, London N1 9HS. Notices shall be deemed received at the expiration of 3 business days if delivered by registered post. To prove service of any notice it shall be sufficient to show in the case of a notice served by post that the same was duly addressed prepaid and posted in the manner set out above.
6.6 Advertisers must inform Wasted Talent within 5 working days of any change in address of their place of business and / or a change of address in their advertising clients. Notice of such changes to be sent to the above address.
6.7 The Advertiser may not set off any claims against any monies payable to Wasted Talent under these Conditions unless agreed beforehand in writing with Wasted Talent.
6.8 Any variation to these Conditions must be in writing and agreed by the parties.
6.9 No failure or delay by any party in exercising its rights under these Conditions will operate as a waiver of that right nor will any single or particular exercise by either party of any right procedure any further exercise of any other right.
6.10 These Conditions and any dispute or claim arising out of or in connection with it shall be governed by and be construed in all respects in accordance with English law. All disputes or claims arising out of or correlating to these Conditions shall be subject to the exclusive jurisdiction of the English courts to which the parties irrevocably submit.