1. GENERAL
1. In these Terms for the insertion of advertisements in the FHP magazine the following words and expressions shall (unless the context shall otherwise require) bear the following meanings:
“Advertisement” means matter to be printed on the page or separately inserted in the FHP Magazine
“Advertiser” means the advertiser of the product or service promoted, or making the announcement by the publication of, the Advertisement;
“Client” means the person placing with TRIDENT MEDIA the Order, whether such person be the Advertiser or the Advertiser’s advertising agency or media buyer;
“Contract” means the contract concluded by either the Client signing the Order and returning it to TRIDENT MEDIA or TRIDENT MEDIA commencing the Services;
“Design Service” means advertisement design, creation and production services that TRIDENT MEDIA provides;
“Job Cost” means the fee plus value added tax and any other applicable taxes to be charged by TRIDENT MEDIA for the Services and specified on the Order;
“Order” means an TRIDENT MEDIA order form completed by the Client requesting TRIDENT MEDIA to provide the Services;
“Publication Service” means Advertisement publication services that TRIDENT MEDIA provides;
“Rights” means all copyright, design rights (whether registered or unregistered), patents, rights in trademarks (whether registered or unregistered), database rights or other intellectual property rights for the full term of those rights, worldwide;
“TRIDENT MEDIA” means TRIDENT MEDIA LIMITED (registered number 05739200) whose registered office is at 12 Bridgford Road, West Bridgford, Nottingham NG2 6AB;
“Services” means the Publication Service or Design Service, or both;
“Specification” means the written specification describing the Advertisement supplied to TRIDENT MEDIA in advance of conclusion of the Contract.
1. The headings in this Contract are inserted only for convenience and shall not affect its construction.
2.These Terms may only be modified by a variation in writing signed by a Director of TRIDENT MEDIA and no other action on the part of TRIDENT MEDIA shall be construed as an acceptance of any other terms.
3. Reference to any statute or statutory provision includes a reference to the statute or statutory provision as from time to time amended, extended or reenacted.
4. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by TRIDENT MEDIA shall be subject to correction without any liability on the part of TRIDENT MEDIA.

2. TERMS OF ENGAGEMENT
1. These Terms are the only terms upon which TRIDENT MEDIA is prepared to deal with the Client, and they shall govern the agreement to the entire exclusion of any other express terms and conditions.
2. The placing of the Order shall amount to an acceptance of these Terms and any terms stipulated on any other order form or elsewhere by the Client shall be void.
3. These Terms shall apply to the Contract and each future request for Services received by TRIDENT MEDIA from the Client from time to time unless otherwise agreed in writing.

3. TRIDENT MEDIA’S OBLIGATIONS
1. TRIDENT MEDIA shall use reasonable care and skill in the supply of Services to the Client in accordance with the Specification and any other requirements identified overleaf.

4. CLIENT WARRANTIES
1. The Client warrants:
1. in relation to an Advertisement, the Client contracts with TRIDENT MEDIA as a principal notwithstanding that the Client may be acting directly or indirectly for the Advertiser as an advertising agent or media buyer or in some other representative capacity;
2. any camera ready artwork supplied to TRIDENT MEDIA is accurately completed and error free;
3. the reproduction or publication of the Advertisement, or both, by TRIDENT MEDIA as originally submitted to it or as amended pursuant to Term 5 will not breach any contract or infringe or violate any Rights or render TRIDENT MEDIA liable to any proceedings whatsoever;
4. any information supplied in connection with the Advertisement is accurate, complete and true;
5. in respect of any Advertisement submitted for publication 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 Client or the Advertiser has obtained the authority of such living person to make use of such name representation and/or copy;
6. in relation to any financial promotion (as defined under the Financial Services and Markets Act 2000), the Advertiser is, or its contents have been approved by, an authorised person within the meaning of that Act or the Advertisement is otherwise permitted under the Act, under the Financial Services Order 2001, or under any other legislation subordinate to the Act;
7. any Advertisement submitted to TRIDENT MEDIA for publication 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) for the time being in force or applicable in the United Kingdom;
8. all advertising copy submitted to TRIDENT MEDIA 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; and
9. where it is the Advertiser’s advertising agency, that it is authorised by the Advertiser to place the Advertisement with TRIDENT MEDIA and will indemnify TRIDENT MEDIA against any claim made by the Advertiser against TRIDENT MEDIA arising from the publication of the Advertisement.

5. TRIDENT MEDIA RIGHTS
1. TRIDENT MEDIA may, without derogation from the warranties contained in Term 4, refuse or require to be amended, any images, designs, artwork, materials and copy for or relating to an Advertisement so as: 2. TRIDENT MEDIA has the right at its discretion to decline to publish, or to omit, suspend or change the position of, any Advertisement otherwise accepted for publication.

6. JOB COST AND PAYMENT
1. For the avoidance of doubt, quotations and estimates do not constitute offers. Estimates and quotations are given by TRIDENT MEDIA on the basis that the Client will within 3 working days place an order with TRIDENT MEDIA for the Services. In the event that the Client does not so place an order the quotation or estimate may be withdrawn or revised by TRIDENT MEDIA.
2. Subject to any terms agreed in writing between the Client and TRIDENT MEDIA, TRIDENT MEDIA may invoice the Client for the Job Cost on or at anytime after: 3. Unless otherwise agreed in writing, the Client shall pay the invoice in full within 7 days of the date of TRIDENT MEDIA's invoice.
4. TRIDENT MEDIA reserves the right to require the Client to pay the Job Cost in advance before commencing the Services. If a Job Cost has not been agreed at the time of concluding this Contract, TRIDENT MEDIA reserves the right to require the Client to pay a percentage of the estimated Job Cost in advance.
5. If any payment that is to be made by the Client to TRIDENT MEDIA is overdue the Client shall: 6. Where any sum owed by the Client to TRIDENT MEDIA under this or any other contract is overdue TRIDENT MEDIA may withhold the supply of the Services due to be made under this or any other contract between TRIDENT MEDIA and the Client until arrangements as to payment or credit have been established which are satisfactory to TRIDENT MEDIA.
7. There is no obligation on TRIDENT MEDIA to supply voucher copies and their absence shall not affect the Client’s liability for the Job Cost.

7. SPECIFICATION AND CHANGES
1. The Client warrants that the Specification is accurate in all respects. As the Job Cost will be agreed on the basis of the Specification, any changes to it after the conclusion of the Contract, whether resulting from alterations by the Client, delay in providing TRIDENT MEDIA with materials, information or instructions or any other circumstances beyond TRIDENT MEDIA’s control, will be subject to extra charges for TRIDENT MEDIA’s time and work.

8. CANCELLATION
1. Once the Contract is concluded as provided on these Terms it can only be cancelled by the Client with the prior written agreement of TRIDENT MEDIA and on condition that the Client shall indemnify TRIDENT MEDIA in full against all losses, costs (including the cost of all labour and materials used), damages, charges and expenses incurred by it as a result of cancellation.
2. Save to the extent that it does not comply with the Specification the Client shall have no right to terminate the Contract, allege breach of Contract or seek any cancellation, reduction or repayment of the Job Cost on the basis of style or composition.
3. Without prejudice to any accrued rights and liabilities TRIDENT MEDIA may treat as a cancellation without any further liability to the Client the fact that the Client is deemed unable to pay its debts within the meaning of the Insolvency Act 1986 Section 123, enters into any voluntary arrangement with its creditors or (being an individual or a firm) becomes bankrupt or (being a company) becomes subject to an administration order, has a petition presented or an order made for its winding-up, has a receiver, administrator or administrative receiver appointed over all or any part of its undertaking or assets, goes into liquidation or ceases or threatens to cease to trade or is in breach of any of these Terms.
4. If any of the circumstances described in clause 9.3 have been commenced or supplied but not paid for, the Job Cost shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.

9. APPROVALS
1. It is the responsibility of the Client to check the correctness of the Advertisement (and of each insertion of the Advertisement if more than one).
2. Where TRIDENT MEDIA provide the Design Service, approval by the Client of final copy, layouts, designs, artwork and the like of the Advertisement will be TRIDENT MEDIA’s authority to proceed with publication. TRIDENT MEDIA will not seek the Client’s further approval where only the Publication Service is provided.
3. Where the Advertisement, artwork or other material is sent to the Client for final approval, the Client shall check it carefully and notify TRIDENT MEDIA by e-mail, fax or post of any errors or alterations. TRIDENT MEDIA will use its reasonable endeavours to effect any changes so notified but TRIDENT MEDIA reserves the right to charge extra if any of these alterations either go beyond the Specification or are notified to TRIDENT MEDIA more than 3 working days after their supply to the Client.
4. Where notification of errors is either delayed beyond, or does not occur at all within 5 working days after their supply to the Client, TRIDENT MEDIA will not be liable in respect of any such errors.

10. PROPERTY
1. Where Advertisements, or parts of Advertisements, are supplied to the Client on computer disks or other electronic storage method, then TRIDENT MEDIA remains the owner of these storage media and reserves the right to require immediate return of them.
2. Should any Advertisement, or part of it, be supplied to the Client in digital form, the Client may not amend it or otherwise use it for purposes outside those contemplated by this Contract without TRIDENT MEDIA’s express prior written permission.

11. LIABILITY
1. Save as expressly provided in these Terms, all warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
2. TRIDENT MEDIA accepts liability for its own negligence in the supply of the Services, but only to the extent stated in this Term 11.
3. TRIDENT MEDIA does not exclude or restrict its liability for death or personal injury resulting from negligence.
4. TRIDENT MEDIA will not be liable for any loss of copy, artwork, photographs or other materials, which the Client warrants that it has retained in sufficient quality and quantity for whatever purpose.
5. TRIDENT MEDIA will use reasonable efforts to comply with the wishes of the Client although it does not warrant the date of insertion, the wording, or the quality of the colour or mono reproduction of the Advertisement.
6. TRIDENT MEDIA’s maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the higher of (a) the Job Cost, or (b) the proceeds received by TRIDENT MEDIA under its professional indemnity insurance policy in respect of the liability in question.
7. Notwithstanding Term 11.6 the performance of any one of the options in Term 11.8 shall constitute an entire discharge of TRIDENT MEDIA’s liability under the warranty in Term 3.1.
8. If any Services do not conform to the warranty under Term 3.1 TRIDENT MEDIA will at its option and without any further liability to the Client whatsoever: 9. TRIDENT MEDIA shall not be liable in any way in respect of any: 10. TRIDENT MEDIA shall not be liable to the Client for any consequential loss or damage, howsoever caused and even if foreseeable by TRIDENT MEDIA, including but not limited to:
12. INTELLECTUAL PROPERTY
1. If the Advertisement uses any trademarks, trading styles or trade names (‘Marks’) owned by the Client or under its control, it is agreed that TRIDENT MEDIA shall have the right to use or allow use of any such Marks for the purpose of fulfilling TRIDENT MEDIA’s obligations under the Contract. TRIDENT MEDIA shall not gain any rights over such Marks by virtue of such use, but TRIDENT MEDIA shall be entitled to use the Marks both during and after the supply of the Services to promote and advertise its own work.
2. All Rights in any images, designs, artwork and the like of whatever nature produced by TRIDENT MEDIA in the supply of the Services (“the Material”) shall remain the property of TRIDENT MEDIA. The Client shall not make use of the Material without TRIDENT MEDIA’s written consent save that the Client is given a royalty free licence to use the Material for the purposes of the Publication Service. You may request TRIDENT MEDIA to negotiate to you (on terms to be agreed) a licence to use the Material for other purposes.

13. SUB-CONTRACTING AND ASSIGNMENT
1. TRIDENT MEDIA may sub-contract any or all of its rights or obligations hereunder and may with the Client’s consent, such consent not to be unreasonably withheld, assign the benefit and burden of its rights and obligations hereunder to any other entity.

14. CONFIDENTIAL INFORMATION
1. Neither party shall divulge any confidential information which is supplied to it about the other party in the course of this Contract or any pre-Contract discussions, other than information forming part of the public domain otherwise than through a breach of this Term or any other obligation of confidence. Without prejudice to the generality of the foregoing the Client shall not disclose the Job Cost or any special discounts or rates given by TRIDENT MEDIA to the Client.
2. Term 14.1 shall not extend to any information which was rightfully in the possession of either party prior to the commencement of the negotiations leading to this Contract or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause). Neither party shall divulge any confidential information to any person except to its own employees and then only to those employees who need to know the same.
3. This Term 14 shall survive any termination of this Contract.

15. BREACH
1. The Client will indemnify TRIDENT MEDIA and agrees to keep it indemnified against all duties, taxes, payments, fines, claims, costs, proceedings, demands, losses, damages (including physical damage), 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 terms contained in these Terms or implied by law, suffered or incurred by TRIDENT MEDIA in the performance of its obligations and any contract, including liability to indemnify any other person, firm or company including the Client.

16. MATTERS BEYOND TRIDENT MEDIA’S REASONABLE CONTROL
1. TRIDENT MEDIA shall have the right to cancel this Contract or to modify the Services supplied if TRIDENT MEDIA is prevented from or hindered in the supply of the Services through any circumstances beyond its control (including, but not limited to, strike, lock-out or other industrial action, war, fire, the elements, Act of God, civil commotion, shortage of raw materials or fuel, shortage of labour, breakdown or partial failure of plant or machinery, late receipt of necessary information from the Client, Acts, orders or regulations of Government and delay on the part of any independent sub-contractors or suppliers), without incurring any liability whatsoever.

17. SET-OFF
1. The Client will have no right of set-off statutory or otherwise.

18. ENTIRE AGREEMENT
1. These Terms embody the entire understanding of the parties and supersede any prior promises, representations, undertakings or communications between the parties in that regard.
2. Each party acknowledges that upon entering into this Contract it does not rely and has not relied on any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Contract or not) except those expressly referred to in this Contract. The only remedy available in respect of any misrepresentation or untrue statement made to either party shall be a claim for damages for breach of contract under this Contract.
3. Term 18.2 shall not apply to any statement, representation or warranty made fraudulently, or to any provision of this Contract which was induced by fraud for which the remedies available shall be those available under English law.
4. The employees and agents of TRIDENT MEDIA are not authorised to make any representations concerning the Services unless confirmed by TRIDENT MEDIA in writing. In entering this Contract the Client acknowledges that it does not rely on any such representations which are not so confirmed.

19. GOVERNING LAW
1. This Contract is governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts.

20. THIRD PARTY RIGHTS
1. This Agreement does not create any right enforceable by any party not a party to it under the Contracts (Rights of Third Parties) Act 1999 and is not intended to, and does not give any person who is not a party to it any rights to enforce any of its provisions, except that a person who is the permitted successor to or assignee of, the rights of a party is deemed to be a party to this Contract.

21. INDULGENCE OR FOREBEARANCE
1. The rights of TRIDENT MEDIA shall not be prejudiced or restricted by any indulgence or forbearance extended by it to TRIDENT MEDIA and no waiver by TRIDENT MEDIA in respect of any breach of apparatus or waiver in respect of any subsequent breach.

22. INVALIDITY
1. In the event that any provision of these Terms shall be determined to be illegal, invalid or unenforceable such a legality, invalidity or enforceability shall not effect the validity and enforceability of the remaining provisions of these Terms which shall be construed as if such illegal or invalid or unenforceable provision or provisions had not been inserted.

23. SERVICES OF NOTICES
1. All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Contract or such other address in England as the recipient may designate by notice given in accordance with the provisions of this Term. Any such notice may be delivered personally or by first class pre-paid letter telex or facsimile transmission and shall be deemed to have been served (if by hand) when delivered, (if by first class post) 48 hours after posting and (if by telex or facsimile transmission) when despatched.

Note: TRIDENT MEDIA’s charges are calculated on the basis that the above Terms will apply. If the Client requires charges to be quoted on another basis it should inform TRIDENT MEDIA.