Marketing Terms & Conditions

1. Definitions & Interpretation

In these terms and conditions:

“Marketing” means any kind of sponsorship, promotional or advertising material (including, but not limited to editorial content, advertisements and video.

“Booking Confirmation” means WTiN’s written confirmation of the Buyer’s order.

“Company” means any company who promotes products or services.

“Dependencies” means the Copy Deadline, together with any other obligations of the Buyer which WTiN may specify in connection with the proposed marketing (whether included in the Booking Confirmation, the Rate Card, or otherwise) including, but not limited to, the delivery format and/or file configuration in which any copy for the Marketing is to be supplied to WTiN.

“Buyer” means the person placing the order with WTiN for the Marketing (including, but not limited to the Company, the Company’s advertising agency or media buyer).

“Copy Deadline” means, where applicable, the latest date by which the Buyer is obliged to give WTiN full instructions and copy for carrying out the Buyer’s order in accordance with and subject to these terms and conditions.

“Online” means any website operated or controlled by WTiN or other electronic medium (including, but not limited to, e-mail communications).

“Publication” means, but is not limited to, any newspaper, journal or report published by WTiN.

“WTiN” means World Textile Information Limited (company no. 5566454) with its registered office at Carlton House, Grammar School Street, Bradford. BD1 4NS

“Rate Card” means the rate card from time to time in force which is used by WTiN and as such may include (amongst other things) WTiN’s Marketing rates and also technical specifications relating to the standard and quality of reproduction of any Marketing including its setting, style, delivery format, file configuration and size and wording.

“Working Days” means 9am to 5.30pm any day Monday to Friday inclusive other than UK public holidays.
Where the context so admits, words importing the one gender shall include all other genders and words importing the singular shall include the plural and vice versa. A reference to a statute, statutory provision or other legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment.

2. Application of these Terms and Conditions

a) All Marketing accepted by WTiN is accepted subject to these terms and conditions which shall apply to the exclusion of all other terms and conditions (including any which the Buyer purports to apply under any purchase order, confirmation of order, specification, or other document). Any variation to these terms and conditions and any representations about the Marketing shall have no effect unless expressly agreed in writing and signed by an authorised representative of WTiN. The Booking Confirmation shall form part of these terms and conditions.

b) Unless circumstances specifically dictate otherwise, no order placed by the Buyer shall be deemed accepted by WTiN until the Booking Confirmation is issued.

c) Notwithstanding any other provision of these terms and conditions, nothing herein shall require WTiN to do or omit to do anything which would contravene any applicable UK laws or regulations including, but not limited to, the Data Protection Act 1998, the Gambling Act 2005 and the Consumer Protection from Unfair Trading Regulations 2008.

d) WTiN respects the privacy of every person for whom we have personal data. We comply with data protection legislation such as the Data Protection Act 1998 and the General Data Protection Regulation which regulates the processing of data and ensures that your data is processed fairly and lawfully, is kept secure and only that data necessary for any processing is kept. You can see our privacy policy at Privacy Policy (wtin.com).

3. The Buyer’s Obligations

The Buyer hereby warrants, represents, and undertakes to WTiN that:

a) in relation to any and all Marketing, the Buyer contracts with WTiN as principal, notwithstanding that the Buyer may be acting directly or indirectly for the Company or in any other representative capacity.

b) should the Buyer change its name, trading style, identity, address, or should any other details disclosed by the Buyer to WTiN change, the Buyer must give written notice to WTiN within 5 Working Days of such change(s).

c) any and all other Dependencies will be met and, unless otherwise agreed in writing by WTiN, all materials for any Marketing will be delivered to WTiN in an approved digital format and/or file configuration and, delivered prior to the Copy Deadline.

d) the publication of the Marketing by WTiN in the form originally submitted by the Buyer (or as amended pursuant to Condition 4 below) will not breach any contract with a third party or infringe any copyright, trademark or other proprietary right of any third party or otherwise be unlawful or render WTiN liable to any proceedings, claims, demands, costs or expenses or any other loss whatsoever.

e) in the case of any Marketing submitted for publication by the Buyer which contains the name or pictorial representation, whether photographic or otherwise, of any living person or any part of the anatomy of any living person or any material by which any living person may be identified, the Buyer or the Company has obtained the authority of that living person to make use of his or her name, identity, image, representation and/or copy.

f) the Marketing complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Economic Community) and applicable laws for the time being in force or applicable to the United Kingdom.

g) all Marketing materials submitted to WTiN is legal, decent, honest and truthful, and complies with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority.

h) all instructions, artwork or other material submitted to WTiN by electronic means shall not contain software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, and shall not be corrupted.

i) any information supplied in connection with the Marketing is accurate, complete and true.

j) where the Buyer is the Company’s agent, the Buyer is authorised by the Company to place the Marketing with WTiN and the Buyer will indemnify WTiN against any claim made by the Company against WTiN arising from publication of the same.

k) the Buyer has retained sufficient quantity and quality of any artwork, film or other materials and copy relating to the Marketing as WTiN shall not be liable for the loss of or damage to any of these items submitted to WTiN.

4. Advertisements: Copy, Alterations, Accuracy, Publication, etc

a) Notwithstanding condition 3 above, WTiN shall be entitled at any time to require the Buyer to amend any artwork, materials and copy for and relating to any Marketing, or refuse (without notice) to publish any Marketing for the purpose of:
i) complying with any legal or moral obligations placed on WTiN or the Buyer or the Company.
ii) avoiding the infringement of:
ii (a) the rights of any third party or
ii (b) the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority or
ii (c) any other applicable law.
iii) meeting to WTiN’s reasonable satisfaction
iii (a) the production and quality specifications stipulated on the Rate Card or
iii (b) any other Dependencies.

b) WTiN reserves the right at its discretion and without notice to the Buyer to decline to publish, or omit, alter, suspend or change the position of any Marketing otherwise accepted for publication. However, WTiN will endeavour to comply with the reasonable and practicable wishes of the Buyer although WTiN does not warrant the date of publication, the wording, or the quality of the reproduction of the Advertisement; and

c) All copyright and all other rights of a similar nature that are created or exist in material originated by WTiN in connection with the publication of the Marketing remains vested in WTiN.

5. Marketing

a) The Buyer shall submit copy for the Marketing before the copy deadline. If the Buyer submits its copy late, then WTiN reserves the right to publish the Marketing at a time of its choosing.

b) If the Marketing links to another website the Buyer is responsible for maintaining the link and for the content of the linked-to website. WTiN may remove any Marketing which contains content or links to a website which, in WTiN’s discretion, is (or is likely to be) defamatory or objectionable or otherwise likely to bring WTiN into disrepute. The Buyer will indemnify WTiN from and against any claims or liability suffered or incurred by WTiN arising in any connection from links contained in the Marketing.

c) If WTiN receives complaints about the content of the Marketing may, at its discretion, remove the Marketing from display without reference or liability to the Buyer or Company.

d) The provisions set out in this condition 4(c) apply in addition (save where the context expressly permits) and without prejudice to all other provisions set out in these terms and conditions.

6. Marketing: Responsibility and Liability

a) The Buyer shall indemnify and keep indemnified WTiN against all proceedings, claims, demands, damages, costs, expenses or any other loss whatsoever arising directly or reasonably foreseeably as a result of:
i) the publication of the Marketing or
ii) any breach of the Buyer’s obligations under these terms and conditions or implied by law.

b) With regard to the actual or intended use of the Marketing, WTiN shall not be responsible to the Buyer or liable for:
i) checking the correctness of the Marketing in the form it is received from the Buyer;
ii) any error in the Marketing in the form it is received from the Buyer;
iii) the wording, representation, placement or quality of colour reproduction of the Marketing;
iv) the actual positioning or prominence of the Marketing;
v) the repetition of any error in the Marketing ordered for more than one insertion;
vi) the distribution of the Marketing in a specific geographical area;
vii) the failure, corruption or malfunction of any system of electronic publication, whether by means of electronic storage, display or retrieval equipment or otherwise;
viii) any loss whatsoever caused by delay or failure by WTiN to issue the Publication on the due date (or such other date of release, display or publication, as the case may be), or WTiN’s decision to suspend the publication or cease the Publication altogether;
ix) the payment of any damages or other compensation for breach of contract because of WTiN’s failure to perform any of its obligations under these terms and conditions if such failure is caused by anything beyond WTiN’s reasonable control (that is to say as a result of force majeure) including acts or threats of terrorism, strikes, lock-outs or other industrial actions or trade disputes, pandemic, epidemic or other widespread illness whether involving WTiN’s employees or those of any third party;
x) any loss whatsoever caused as a consequence of any instructions, artwork or any other material relating to the Marketing being submitted by the Buyer in electronic form that is in breach of the warranty at Condition 3(h) above;
xi) any matter of complaint, claim or query (whether in relation to the Marketing, in which case Condition 5(c) shall apply, or WTiN’s invoice related thereto) unless raised with WTiN in writing within 5 Working Days following the publication of the Marketing or at the date on which it is claimed the Marketing was intended to appear, or the receipt by the Buyer of the invoice giving rise to it; and
xii) any failure of the Marketing to meet or generate any target response levels or page impressions.

c) Subject to Condition 5(b), if the Marketing contains an error caused by WTiN and this detracts materially from the Marketing then provided the Buyer gives written notice to WTiN of the error in the Marketing (as the case may be):
i) within 5 Working Days of its publication or display in the case of a single order; or
ii) before either the Copy Deadline for its next insertion or subsequent go live date (as the case may be) in the case of a series order

d) WTiN will at its discretion either:
i) give the Buyer credit for the cost of the Marketing containing the error; or
ii) publish the Marketing for a second time without charge to the Buyer
iii) and to that extent such credit or re-publication (as the case may be) shall be WTiN’s maximum liability to the Buyer. Such matter dealt with under this Condition 5.3 shall not affect the liability of the Buyer for payment by the due date of WTiN’s charges for the Marketing and all other Marketing.

e) Except to the extent specified in Condition 5(c), WTiN shall not be liable for any loss or damage suffered by the Buyer (or the Company) as a result of any total or partial failure of publication, distribution or availability of any Marketing in which any Marketing is scheduled to be included, or for any error, misprint or omission in the Marketing.

f) The total liability of WTiN to the Buyer for any act or omission of WTiN, its employees or agents relating to any Marketing shall not exceed the amount of the full refund of any price paid to WTiN for the Marketing or the cost of a reasonably comparable further or corrective Marketing. Without limiting the foregoing, WTiN shall not be liable for any
i) loss of profits, goodwill or business or
ii) indirect or consequential loss.

7. Payment Terms

a) Payment for any Marketing or any other goods or services is due within 30 days after the date of WTiN’s invoice and the Buyer will ensure that payment is received by WTiN no later than this due date. The Buyer must submit all information requested by WTiN (including, but not limited to, any relevant purchase order number) and in accordance with WTiN’s instructions and deadlines in order for WTiN to generate its invoices, and failure to supply such information in accordance with any such request or instructions shall not excuse late or non-payment.
b) All the rates and charges payable under or with reference to these terms and conditions are subject to and exclusive of Value Added Tax which shall be charged in addition at the rate from time to time in force.
c) If the Buyer:
i) fails to pay WTiN’s invoice in accordance within condition 6(a) above; or
ii) is in breach of any obligation under these terms and conditions,
WTiN shall be entitled to terminate its contract with the Buyer immediately (without prejudice to any other right or remedy available to WTiN whether under these terms and conditions or otherwise) and, without prejudice to WTiN’s right to terminate its contract with the Buyer in such circumstances, the outstanding balance owed by the Buyer shall become due and payable immediately.
d) Without prejudice to Condition 6(d), WTiN shall be entitled to:
i) charge interest on any outstanding balance owed to WTiN at the rate of 4% above the base rate of HSBC Plc from the date that the invoice became due for payment until the date it is paid in full (whether before or after Judgment);
ii) charge an administration fee of £25 if any cheque drawn in its favour by the Buyer in purported satisfaction of any unpaid invoice is dishonoured on presentation; and
e) instruct a debt collection agency (apart from solicitors) to recover any sum due and in that case all charges incurred by WTiN as a result of such instruction shall be payable by the Buyer in any event upon demand.
f) WTiN reserves the right at its discretion and without notice to the Buyer:
i) to charge the Buyer for any extra production costs because of any act or omission by the Buyer to supply artwork, copy or other materials of sufficient quality or otherwise in accordance with the Advertiser Dependencies; and
ii) to change any matters shown on the Rate Card, including in particular (but not limited to), its scale of advertisement rates at any time.
g) Any currency conversions necessary to prepare an invoice shall be calculated at the rate quoted by HSBC Bank Plc at the date of invoice.

8. Cancellation & Termination

a) WTiN shall not be bound by any request from the Buyer to stop, cancel or suspend any Marketing unless such request is in writing within 10 Working Days of the date on the Booking Confirmation. After this period the Buyer is not permitted to cancel the Marketing.

b) Should the Buyer, part way through wish to or cancel the Marketing that is being displayed in an Online Publication for an agreed period of time in excess of 14 days then the Buyer must give written notice to WTiN of its request to stop or cancel the Advertisement and all charges connected with the display of the Advertisement shall, unless otherwise expressly agreed by WTiN in writing, be non-refundable.

c) WTiN shall be entitled (without prejudice to any other remedy available to it) to treat this contract as repudiated if the Buyer or the Company;
i) being an individual dies or makes voluntary arrangement with his creditors or his estate becomes subject to an administration order or he becomes bankrupt;
ii) being a company becomes insolvent, has a receiver appointed to manage its assets or it enters into liquidation or commences to be wound up (other than for the purpose of amalgamation or reconstruction);
iii) allows an encumbrancer to take possession of any of its property or assets; or
iv) is unable to pay its debts as they fall due or ceases or threatens to cease to carry on business.

9. General

a) Governing Law. These terms and conditions (and WTiN’s contract with the Buyer) shall be governed by and construed according to English Law and the parties submit to the exclusive jurisdiction of the English courts.
b) Severance. If any provision of these terms and conditions is or becomes invalid, illegal or void, that shall not affect the validity and legality of the other provisions.
c) Waiver. No failure or delay by WTiN to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
d) Third Parties. None of the provisions of these terms and conditions are intended to confer a benefit on or be enforceable by any third party under the Contracts (Rights of Third Parties) Act 19 or otherwise.

Last updated: 10 January 2022