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Payments Cards & MobileTerms of Business

Terms of Business

1 Interpretation
1.1 In these Terms:
“CLIENT” means the person who accepts the Seller’s Written quotation for the sale of the Advertising or whose Written order for the Advertising is accepted by the Seller;
“ADVERTISING” means the advertisement which the Seller is to place in its magazine, Payments Cards and Mobile, in accordance with these Terms;
“SELLER” means Payments Cards and Mobile of The Stable, Hall Yard, Kelling, Holt NR257EW, United Kingdom;
“CONTRACT” means the contract for the sale and purchase of the Advertising;
“TERMS” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Client and the Seller;
“WRITING”, and any similar expression, including facsimile transmission, electronic mail and comparable means of communication.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re‑enacted or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
2 Basis of the Sale
2.1 The Seller shall sell and the Client shall purchase the Advertising in accordance with the Seller’s Written Contract (if accepted by the Client), or the Client’s Written order (if accepted by the Seller), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such Contract is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client.
2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Client and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Advertising unless confirmed by the Seller in Writing. In entering into the Contract the Client acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, Contract, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 Orders and Cancellations
3.1 No order submitted by the Client shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller ’s authorised representative.
3.2 The Client shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Client, and for giving the Seller any necessary information relating to the Advertising within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 No order which has been accepted by the Seller may be cancelled by the Client unless the Client gives to the Seller not less than 30 days Written notice.  If the Order is not cancelled in accordance with these Terms the Client shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4 Price
4.1 The price of the Advertising shall be the Seller’s Contract price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Client, after which time they may be altered by the Seller without giving notice to the Client.
4.2 The Seller reserves the right, by giving Written notice to the Client at any time before publication, to increase the price of the Advertising to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other publication costs), any change in quantities or specifications for the Advertising which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Seller adequate information or instructions.
4.3 The price is exclusive of any applicable Value Added Tax which the Client shall be additionally liable to pay to the Seller.
5 Terms of Payment
5.1 The Client shall pay the price of the Advertising within 30 days of the date of the Seller’s invoice.  The time of payment of the price shall be the essence of the Contract. Receipts for payment will be issued only on request.
5.2 If the Client fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:
5.2.1 cancel the contract;
5.2.2 charge the Client interest (both before and after any judgment) on the amount unpaid, at the rate of 3 per cent per annum above the Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6 Warranties and Liability
6.1 Subject to the following provisions and unless otherwise specified in Writing, the Seller warrants that the Advertising will correspond with the Client ’s specification
6.2 The above warranty is given by the Seller subject to the following conditions:
6.2.1 the Seller shall be under no liability in respect of any error in the Advertising arising from any drawing, design or specification supplied by the Client;
6.2.2 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Advertising has not been paid by the due date for payment.
6.3 Subject as expressly provided in these Terms, and except where the Advertising is sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.4 Where the Advertising is sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Client are not affected by these Terms.
6.5 A claim by the Client which is based on any defect in the quality or failure to correspond with the Client’s specification shall be notified to the Seller within seven days from the date of publication. If the Client does not notify the Seller accordingly, the Seller shall have no liability for such defect or failure, and the Client shall be bound to pay the price as if the Advertising had been provided in accordance with the Contract.
6.6 Where a valid claim in respect of the Advertising is notified to the Seller in accordance with these Terms, the Seller may replace the Advertising free of charge in the next publication or, at the Seller’s sole discretion, refund to the Client the price of the Advertising (or a proportionate part of the price), in which case the Seller shall have no further liability to the Client.
6.7 The Seller shall not be liable to the Client for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Advertising (including any delay in supplying or any failure to supply the Advertising in accordance with the Contract or at all) and in any event the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Advertising, except as expressly provided in these Terms.
6.8 The Seller shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Advertising, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller ’s reasonable control:
6.8.1 Act of God, explosion, flood, tempest, fire or accident;
6.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
6.8.3 acts, restrictions, regulations, bye‑laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
6.8.4 import or export regulations or embargoes;
6.8.5 strikes, lock‑outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
6.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
6.8.7 power failure or breakdown in machinery.
7 Indemnity
If a claim is made against the Seller that the Advertising infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person or legal entity or the Advertising is libellous or defamatory of any other person or legal entity, the Client shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with any such claim, or paid or agreed to be paid by the Seller in settlement of any such claim.
8 Insolvency of Client
8.1 This clause 8 applies if:
8.1.1 the Client makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
8.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
8.1.3 the Client ceases, or threatens to cease, to carry on business; or
8.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
8.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further Advertising under the Contract without any liability to the Client, and if the Advertising has been provided but not paid for, the price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary.
9 General
9.1 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at the last known address or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
9.2 No waiver by the Seller of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
9.4 Any dispute arising under or in connection with the Contract or the sale of the Advertising shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society.
9.5 The Contract shall be governed by the laws of England, and the Client agrees to submit to the non‑exclusive jurisdiction of the English courts.
9.6 It is not intended that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.