1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions, the following definitions apply:
“Advertiser” or “You” means the business, company, individual or agent purchasing the Business Profile.
“Booking Confirmation” means the confirmation issued by the Publisher confirming acceptance of an Order and setting out the relevant Business Profile package, price and services.
“Business Profile” means the bespoke editorial feature prepared by the Publisher about the Advertiser and published in the format and on the platforms specified in the Booking Confirmation.
“Contract” means the legally binding contract between the Publisher and the Advertiser for the provision of the Business Profile.
“Intellectual Property Rights” means copyright, design rights, trademarks, trade names, domain names, database rights, rights in goodwill and reputation, patents, know-how and all other intellectual property rights, whether registered or unregistered, existing anywhere in the world.
“Order” means the Advertiser’s request to purchase a Business Profile, whether made by email, telephone, online communication or any other method accepted by the Publisher.
“Publisher”, “We”, “Us” or “Our” means Oracle Publications Ltd (OM Media Group), a company incorporated in England and Wales under company number 05867075, whose registered office is 5 Sandy Court, Ashleigh Way, Plymouth, Devon, PL7 5JX, United Kingdom.
“Proof” means a draft or sample of the editorial content, layout or design provided to the Advertiser for review before publication.
“Working Day” means any day other than a Saturday, Sunday or public holiday in England on which banks in London are open for business.
1.2 References to the singular include the plural and vice versa. References to any gender include all genders.
1.3 Headings are for convenience only and do not affect the interpretation of these Terms and Conditions.
2. FORMATION OF THE CONTRACT
2.1 Your acceptance of an offer for a Business Profile constitutes an offer by You to purchase the Business Profile in accordance with these Terms and Conditions.
2.2 No Contract shall come into existence until the Publisher has issued a Booking Confirmation accepting Your Order.
2.3 The Booking Confirmation will normally specify the Business Profile package, applicable price, promotional offer (where applicable), proposed publication arrangements and services included within the package.
2.4 The Publisher shall only be required to provide those services expressly included in the Booking Confirmation.
2.5 By accepting the Booking Confirmation, You confirm that You have read, understood and agreed to these Terms and Conditions.
2.6 These Terms and Conditions, together with the Booking Confirmation, constitute the entire agreement between the Publisher and the Advertiser in relation to the Business Profile.
3. BUSINESS PROFILE SERVICE
3.1 The Business Profile may include, depending on the package purchased, an interview, photography, editorial preparation, transcription, copywriting, editing, typesetting, graphic design, publication within OM Magazine, publication within the digital edition, publication as an online article or blog, social media promotion and other promotional elements specifically stated in the Booking Confirmation.
3.2 The precise content and extent of the Business Profile shall be determined by the package specified in the Booking Confirmation.
3.3 The Publisher shall provide the Business Profile using reasonable care and skill and shall use reasonable endeavours to meet any proposed publication date.
3.4 Unless expressly stated otherwise in writing, publication dates are estimates and are not guaranteed.
3.5 The Publisher reserves the right to edit, amend, shorten, rearrange or otherwise modify editorial content where reasonably necessary for editorial, grammatical, design, legal, technical or publication purposes.
3.6 The Publisher shall endeavour to preserve the intended meaning and substance of the Advertiser’s information when making such amendments.
4. INTERVIEW, INFORMATION AND PHOTOGRAPHY
4.1 Where an interview forms part of the Business Profile, the Publisher will arrange an interview with the Advertiser at a mutually convenient date and location.
4.2 Interviews will normally last no longer than approximately 90 minutes, although the actual duration may vary depending on the circumstances and requirements of the Business Profile.
4.3 Where an in-person interview is not possible or where otherwise agreed, the Publisher may provide the Advertiser with a written questionnaire or request information by email.
4.4 The Advertiser shall provide all information reasonably required by the Publisher in a timely manner and shall ensure that such information is accurate, complete and not misleading.
4.5 Where photography is included, the Advertiser shall provide reasonable access to its premises, products, services, personnel and other relevant subjects required for the Business Profile.
4.6 The Advertiser is responsible for obtaining any necessary permission or consent from employees, representatives, customers or other individuals appearing in photographs supplied or taken for the Business Profile.
4.7 By participating in photography arranged by the Publisher, the Advertiser grants the Publisher permission to use the resulting photographs in connection with the Business Profile and reasonable promotional activity relating to the Publisher and its publications.
5. EDITORIAL CONTENT AND APPROVAL
5.1 Following the interview, questionnaire or receipt of the required information, the Publisher’s editorial team will prepare the Business Profile.
5.2 Where a Proof is provided, the Advertiser shall review it carefully and notify the Publisher of any factual corrections within the timeframe specified by the Publisher.
5.3 The Advertiser is responsible for checking the accuracy of names, dates, contact information, descriptions, claims and other factual information contained within the Proof.
5.4 Once the Advertiser has approved the Proof, or once the deadline for amendments has passed, the Publisher may proceed with publication.
5.5 The Publisher cannot guarantee that amendments requested after the agreed deadline can be accommodated.
5.6 The Publisher shall not be responsible for errors, omissions or inaccuracies arising from information supplied or approved by the Advertiser.
5.7 The Publisher may make minor grammatical, spelling, formatting, design or editorial amendments without obtaining further approval where such amendments do not materially alter the meaning of the Business Profile.
6. DIGITAL, ONLINE AND SOCIAL MEDIA PUBLICATION
6.1 Where included within the Business Profile package, the Business Profile may also be published in the digital edition of OM Magazine and/or on the Publisher’s website.
6.2 Where an online version is provided, the Publisher intends for the article to remain available online for the long term and, where technically possible, to remain searchable through search engines.
6.3 The Publisher does not guarantee that an online article will remain permanently available. Website redesigns, technical changes, domain changes, business changes, hosting issues or discontinuation of a website may result in content being relocated or removed.
6.4 Where social media promotion is included, the Publisher will use reasonable endeavours to promote the Business Profile through its relevant social media channels.
6.5 The Publisher does not guarantee any particular number of views, impressions, clicks, enquiries, leads, sales, followers, engagement or other commercial results arising from the Business Profile or any associated promotion.
7. PRICE AND VAT
7.1 The standard full price for the Business Profile is £1,195 plus VAT.
7.2 Where a promotional offer applies, the promotional price is £598 plus VAT, subject to the terms, conditions, eligibility requirements and validity period of that offer.
7.3 Promotional prices are offered at the Publisher’s discretion and may be subject to specific conditions communicated to the Advertiser at the time of purchase.
7.4 All prices stated in these Terms and Conditions are exclusive of VAT unless expressly stated otherwise.
7.5 The Publisher reserves the right to correct obvious pricing or administrative errors before the Contract is confirmed.
8. PAYMENT
8.1 Payment shall be made in accordance with the invoice and/or Booking Confirmation issued by the Publisher.
8.2 Where payment in advance is required, the Publisher is not obliged to commence substantive work, reserve publication space or arrange photography or interviews until payment has been received.
8.3 If payment is not received by the due date, the Publisher may suspend work, postpone publication or withhold delivery of the Business Profile until payment has been received.
8.4 The Publisher reserves the right to charge statutory interest and compensation on overdue business-to-business payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended, and any other applicable legislation.
8.5 Where a promotional price has been offered subject to payment conditions, failure to comply with those conditions may result in the promotional offer being withdrawn where permitted by the Booking Confirmation.
9. CANCELLATION BY THE ADVERTISER
9.1 Any request to cancel a Business Profile must be made in writing.
9.2 The Advertiser may cancel within 2 Working Days of acceptance of the Booking Confirmation, provided that no substantive work has commenced.
9.3 Once substantive work has commenced, including but not limited to photography, interviews, transcription, editorial preparation, copywriting, typesetting or design, cancellation may result in charges being payable because the Business Profile is a bespoke service created specifically for the Advertiser.
9.4 For a Business Profile purchased at the standard price of £1,195 plus VAT, where substantive work has commenced but the Business Profile has not yet been published, the Publisher may charge up to 50% of the standard price, together with any separately agreed costs already incurred, where reasonably applicable.
9.5 Where the Business Profile has been published, or where cancellation is requested at a stage when cancellation is no longer reasonably possible, the full agreed price may become payable.
9.6 For a Business Profile purchased under the promotional price of £598 plus VAT, the full promotional price shall normally remain payable once substantive work has commenced.
9.7 The Advertiser acknowledges that the above cancellation provisions reflect the bespoke nature of the service, the time and resources committed by the Publisher and the publication space and production capacity reserved for the Advertiser.
10. REFUNDS
10.1 Where the Advertiser validly cancels within the period specified in clause 9.2 and no substantive work has commenced, any payment received shall normally be refunded.
10.2 Approved refunds will normally be processed within 30 days.
10.3 Where substantive work has commenced, any refund shall be subject to clause 9 and the amount of work and costs already incurred by the Publisher.
10.4 The Advertiser shall not be entitled to a refund solely because the Business Profile does not generate the level of publicity, engagement, enquiries, sales or other commercial results expected by the Advertiser.
10.5 No refund shall normally be payable in respect of complimentary, additional or promotional editorial or advertising elements provided as part of an offer.
11. CANCELLATION, POSTPONEMENT OR DELAY BY THE PUBLISHER
11.1 The Publisher reserves the right to postpone, amend, suspend or cancel a Business Profile where reasonably necessary due to editorial, technical, legal, operational or other circumstances beyond the Publisher’s reasonable control.
11.2 Where reasonably possible, the Publisher will offer an alternative publication date or alternative arrangement.
11.3 If the Publisher is unable to provide the Business Profile at all and no reasonable alternative can be provided, the Publisher’s liability shall be limited to refunding any amount actually paid for the part of the Business Profile that has not been provided.
11.4 Nothing in these Terms and Conditions shall exclude or restrict liability which cannot legally be excluded or restricted.
12. ADVERTISER WARRANTIES AND RESPONSIBILITIES
12.1 The Advertiser warrants that all information, photographs, logos, trademarks, text and other materials supplied to the Publisher are accurate, lawful and suitable for publication.
12.2 The Advertiser warrants that the publication or use of materials supplied by the Advertiser will not infringe the Intellectual Property Rights, privacy rights or other rights of any third party.
12.3 The Advertiser shall ensure that any claims made about its business, products or services are accurate, lawful and capable of being substantiated where required.
12.4 The Advertiser shall be responsible for obtaining all permissions, licences and consents required for materials supplied to the Publisher.
12.5 The Advertiser shall indemnify the Publisher against reasonable losses, liabilities, claims, costs and expenses arising from a breach of the warranties contained in this clause, including third-party claims relating to materials supplied by the Advertiser.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 The Advertiser retains ownership of Intellectual Property Rights in materials supplied by the Advertiser, subject to the licence granted below.
13.2 The Advertiser grants the Publisher a non-exclusive, royalty-free licence to use, reproduce, edit, adapt and publish materials supplied by the Advertiser for the purposes of preparing, publishing, promoting and marketing the Business Profile and the Publisher’s publications.
13.3 Unless otherwise agreed in writing, the Publisher retains ownership of the original editorial copy, written content, design, layout and other creative material created by the Publisher in preparing the Business Profile.
13.4 The Advertiser shall not commercially reproduce, sell, licence, substantially modify or republish Publisher-created editorial or design material without the Publisher’s prior written permission.
13.5 The Publisher may use the completed Business Profile, photographs and associated creative material in its portfolio, website, social media and other reasonable marketing activities.
14. LIABILITY
14.1 Nothing in these Terms and Conditions shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot legally be excluded or limited.
14.2 Subject to clause 14.1, the Publisher’s total aggregate liability arising out of or in connection with the Contract shall not exceed the total amount actually paid or payable by the Advertiser for the Business Profile giving rise to the claim.
14.3 Subject to clause 14.1, the Publisher shall not be liable for any loss of profit, sales, revenue, business, anticipated savings, contracts, opportunities, goodwill, reputation or data, or for any indirect or consequential loss.
14.4 The Publisher does not guarantee that the Business Profile will generate any particular commercial outcome, including sales, enquiries, leads, customers, website traffic, social media engagement or return on investment.
15. CONFIDENTIALITY
15.1 Each party shall keep confidential any confidential information received from the other party in connection with the Contract and shall not disclose such information except where required by law or where reasonably necessary to perform the Contract.
15.2 This clause shall not apply to information which is already publicly available, becomes publicly available other than through a breach of confidentiality, or was lawfully known to the receiving party before disclosure.
16. FORCE MAJEURE
16.1 Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.
16.2 Such circumstances may include, without limitation, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, industrial disputes, government action, interruption to utilities, telecommunications or transport, serious technical failures, cyber incidents or other events outside the reasonable control of the affected party.
16.3 Force Majeure does not include an inability to pay sums due under the Contract.
16.4 Where a Force Majeure event affects publication, the Publisher may postpone publication and agree an alternative date with the Advertiser.
16.5 Where work has already been undertaken or costs have already been incurred before a Force Majeure event, the Advertiser shall remain responsible for amounts properly due for work completed or costs reasonably incurred.
16.6 The affected party shall use reasonable endeavours to minimise the impact of the Force Majeure event.
17. COMMUNICATIONS
17.1 The Publisher will generally communicate with the Advertiser by email, although telephone, post or other electronic methods may also be used where appropriate.
17.2 Electronic communications may be used to give approvals, confirmations, instructions and other contractual communications where legally permitted.
17.3 The Advertiser is responsible for ensuring that the Publisher has an accurate and functioning email address and other relevant contact details.
18. NOTICES
18.1 Any formal notice under the Contract must be made in writing and may be delivered by email or post.
18.2 Notices sent by the Publisher may be sent to the email address or postal address supplied by the Advertiser.
18.3 An email notice shall normally be deemed received on the next Working Day after sending, provided that the sender does not receive a delivery failure notification.
18.4 A postal notice shall be deemed received in accordance with normal postal delivery times, unless proven otherwise.
19. COMPLAINTS
19.1 Any complaint relating to a Business Profile should be submitted to the Publisher in writing as soon as reasonably practicable, providing sufficient details for the issue to be investigated.
19.2 Any complaint relating to published content should normally be submitted within 30 days of publication.
19.3 The Publisher will investigate legitimate complaints and, where appropriate, may correct factual errors or make reasonable amendments.
20. WEBSITE TERMS
20.1 Where the Business Profile is published on the Publisher’s website, such publication may also be subject to the website’s applicable terms of use, privacy policy and other relevant policies.
20.2 The Publisher reserves the right to amend, relocate, redesign or update its website and associated online content from time to time.
21. ASSIGNMENT AND SUBCONTRACTING
21.1 The Advertiser may not assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under the Contract without the Publisher’s prior written consent.
21.2 The Publisher may assign, transfer or subcontract its rights and obligations under the Contract where reasonably required to operate its business or provide the Business Profile.
22. ENTIRE AGREEMENT
22.1 The Contract, Booking Confirmation and these Terms and Conditions constitute the entire agreement between the parties relating to the Business Profile and supersede any previous discussions, correspondence or representations relating to the same subject matter.
22.2 The Advertiser acknowledges that it has not relied on any statement or representation not expressly set out in the Contract or Booking Confirmation, except where such exclusion of reliance is prohibited by law.
23. THIRD-PARTY RIGHTS
23.1 Unless expressly stated otherwise, a person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
24. GOVERNING LAW AND JURISDICTION
24.1 These Terms and Conditions and the Contract shall be governed by and construed in accordance with the laws of England and Wales.
24.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with the Contract, subject to any mandatory legal rights that cannot lawfully be excluded.