1.2       Interpretation:

(a)        A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.

(b)        Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c)        A reference to writing or written includes fax and email.

2. The basis of the agreement

2.1       The Order constitutes an offer by the Client to purchase the Services from River in accordance with this agreement. The Order shall only be deemed to be accepted on the date of the Confirmation, on which date this agreement shall come into existence. No Order shall be binding on River until the Oder has been accepted pursuant to this clause 2.1.

2.2       Any samples, drawings, descriptive matter or advertising issued by River, and any descriptions or illustrations contained in River’s marketing material, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services and they shall not form part of this agreement or have any contractual force.

2.3       Any services outside of the Services shall be subject to the parties agreeing additional terms in writing. To the maximum extent permitted by law, these terms and conditions apply to this agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4       Any quotation given by River shall not constitute an offer and is only valid for a period of 10 Business Days from the date of issue.

3. Commencement and the Term

This agreement shall commence on the date of the Confirmation and shall continue, unless terminated earlier in accordance with the terms of this agreement, until the Services End Date.

4. Supply of the Services

4.1       Subject to and conditional upon the Client’s compliance with these terms and conditions (including those obligations at clause 5), River shall supply the Services to the Client from the date of Confirmation to the Services End Date in accordance with this agreement.

4.2       In supplying the Services, River shall:

(a)        perform the Services with reasonable care and skill;

(b)        use reasonable endeavours to perform the Services;

(c)        ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose; and

(d)        comply with all applicable laws, statutes, regulations from time to time in force.

4.3       The Client acknowledges and agrees that:

• River gives no warranty that any result or objective can be or will be achieved or attained as a result of providing the Services; and
• River shall use reasonable endeavours to meet any delivery criteria specified in the Confirmation, including planned production dates, save that: (i) any dates are estimates only and time shall not be of the essence for performance of the Services; and (ii) River does not guarantee times, dates, positions, locations or quality of colour of the Advertisement.

5. Client’s obligations and warranties

5.1       The Client shall:

• co-operate with River in all matters relating to the Services;
• ensure that all information in the Confirmation is complete and accurate;
• supply the Advertisement to River by no later than the date specified in the Confirmation;
• provide, in a timely manner, such information and documentation as River may require, and ensure that it is accurate and complete in all material respects; and
• obtain and maintain all necessary licences, permissions and consents which may be required for the Advertisement before the date on which the Advertisement is sent for print and/or online publication;
• comply with any additional obligations as set out in the Confirmation; and
• ensure that the Client’s staff and agents co-operate and assist River.

5.2       If River’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, River shall:

(a)        not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;

(b)        be entitled to payment of the Charges despite any such prevention or delay; and

(c)        be entitled to recover any additional costs, charges or losses River sustains or incurs that arise directly or indirectly from such prevention or delay.

5.3       The Client hereby warrants and undertakes to River that:

(a)        it has the full right and power to enter into this agreement and to grant the rights granted to River in this agreement; and

(b)        the Client Materials are original to the Client and their use pursuant to this agreement will not infringe the copyright or any other rights, including any right of confidentiality or privacy, of any third party, they do not contain any obscene, blasphemous or defamatory matter and they shall not place any person in breach of any duty of confidence nor in contempt of court nor in breach of any provision of any statute.

6. Intellectual property

6.1       River and its licensors shall retain ownership of all River IPRs. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.

6.2       River grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy and modify River IPRs for the purpose of receiving and using the Services during the term of this agreement.

6.3       The Client grants River a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this agreement for the purpose of providing the Services to the Client in accordance with this agreement.

6.4       The Client shall indemnify River in full against any sums awarded by a court against River arising of or in connection with any claim brought against River for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Client Materials by River. This clause 6.4 shall survive termination of this agreement.

7. Charges and payment

7.1       In consideration for the provision of the Services, the Client shall pay River the Charges in accordance with this clause 7.

7.2       The Client will be responsible for any costs where the printers are involved in extra production because of exceptional production requirements or acts or defaults of the Client.

7.3       All amounts payable by the Client exclude amounts in respect of value added tax (VAT) which the Client shall additionally be liable to pay to River at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

7.4       River shall submit invoices for the Charges plus VAT if applicable to the Client at the intervals specified in the Confirmation.

7.5       The Client shall pay each invoice which is properly due and submitted to it by River, within 30 days of the date of the invoice, to a bank account nominated in writing by River.

7.6       If the Client fails to make any payment due to River under this agreement by the due date for payment, then, without limiting River’s remedies under clause 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.

7.7       All amounts due under this agreement from the Client to River shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Indemnity

The Client shall indemnify River against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by River arising out of or in connection with:

(a)        any breach or non-performance by the Client and/or its employees, agents or subcontractors of any of the representations and warranties given by the Client in this agreement;

(b)        the Client’s breach or negligent performance or non-performance of this agreement;

(c)        the enforcement of this agreement; and

(d)        any claim made against River for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with its exercise of the rights granted under this agreement.

9. Limitation of liability

9.1       Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:

(a)        death or personal injury caused by negligence; and

(b)        fraud or fraudulent misrepresentation;

9.2       River shall not be liable to the Client in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

9.3       Subject to clause 9.1, River’s total liability to the Client shall not exceed fifty per cent (50%) of the Charges.

10. Termination

10.1     Without affecting any other right or remedy available to it, River may terminate this agreement with immediate effect by giving written notice to the Client if:

(a)        the Client fails to pay any amount due under this agreement on the due date for payment; or

(b)        there is a change of control of the Client.

10.2     Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a)        the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 (seven) days after being notified in writing to do so;

(b)        the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

(c)        the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

10.3     On termination of this agreement for whatever reason:

(a)        the Client shall immediately pay to River all of River’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, River may submit an invoice, which shall be payable immediately on receipt;

(b)        any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect; and

(c)        termination or expiry of this agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination or expiry.

11. Data protection

Each party shall comply with all applicable data protection legislation and regulations in force (including but not limited to the Data Protection Act 2018 and any modifications or re-enactments of them for the time being in force).

12. General

12.1     Force majeure. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2     Assignment and other dealings.

(a)        The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without River’s prior written consent.

(b)        River may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

12.3     Confidentiality.

(a)        Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3(b).

(b)        Each party may disclose the other party’s confidential information:

(i)         to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and

(ii)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c)        Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under this agreement.

12.4     Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.5     Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6     Waiver.

(a)        A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b)        A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.7     Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

12.8     No partnership or agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12.9     Notices.

(a)        Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:

(i)         delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii)        sent by email to the address specified in the Confirmation.

(b)        Any notice or communication shall be deemed to have been received:

(i)         if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(ii)        if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service; and

(iii)       if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.9(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c)        This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.10   Third party rights. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

12.11   Governing law. This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.

12.12   Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

SCHEDULE 1

Advertising

1. Advertisements: Copy, publication etc

1.1       Orders placed by an advertising agency will be treated as issued by that agency as principal. Where copy or other instructions not constituting an official order are issued, they must clearly be marked “copy instructions”.

1.2       Client Materials submitted to River remain entirely at the risk of the person by whom, or on whose behalf, they were submitted. Unless otherwise arranged, River reserves the right to return or dispose of such Client Materials if not collected within 7 days of submission and any return carriage costs must be paid by such persons.

1.3       If, following Confirmation, the Client’s copy corrections and/or proofs are not received by the Advertisement’s print date (or, in the case of online publications, the date of the publication of the advert online), River reserves the right to publish the Advertisement from any previously supplied copy or from appropriate proofs received from the Client.

1.4       All Advertisements are accepted subject to River’s approval of the copy and to the advertising space being available. Unless specifically agreed otherwise and stated in the Order, no guarantee is given that specified positions can be given in the Publication or on the Site.

1.5       This agreement allows River to reproduce and distribute, and publicly perform and display, the Advertisement on the Site or in the Publication whether electronically or otherwise.

1.6       The Client shall submit the Advertisement to River in accordance with the technical specification and in the format that shall be agreed between the parties in accordance with the Order and/or Confirmation.  

1.7       River reserves the right to amend the Confirmation and/or the Advertisement if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Advertisement. River shall notify the Client of any such amendment.

2. Advertisement content

2.1       The Client warrants and represents to River that:

(a)        the Client contracts with River as principal and it has the authority to do so, and if the Client is an agent, that it is authorised to make the Order on behalf of its principal;

(b)        the Advertisement is accurate where it states facts;

(c)        any opinions stated in the Advertisement are genuinely held;

(d)        the Advertisement complies with all applicable laws in the UK and in any country from which the Advertisement is posted;

(e)        the Advertisement complies in all material respects with the Technical Specification;

(f)         it has the right to publish all of the content of the Advertisement, without infringement of any rights of any third party including, without limitation, Intellectual Property Rights and can grant River such right;

(g)        no hypertext link from the Advertisement to any website of the Client will render River liable to any proceedings whatsoever and the Client will promptly advise River of any changes which would affect the functioning of the link and all necessary steps will be taken to correct any malfunction of any such hypertext link;

(h)        any hypertext link from the Advertisement to the Client’s website shall not affect the ability of any user of the Client’s website to return to the previous website the user had visited;

(i)         it has complied with the codes of practice issued by the Advertising Standards Authority and British Code of Clients Sales Promotion and Direct Marketing in respect of electronic and online adverts;

(j)         it has complied with advertising, and all other relevant industry codes of practice; and

(k)        in relation to any financial promotion (as defined under the Financial Services and Markets Act 2000 (FSMA)), the Client is, or the Advertisement contents have been approved by an authorised person within the meaning of FSMA and that the Advertisement is otherwise permitted under FSMA, the Financial Promotion Order 2001 and/or any other legislation.

2.2       The Client warrants that the Advertisement does not, nor does the Advertisement contain a link to any website that:

(a)        contains any material which is defamatory, libellous, fraudulent or misleading of any person;

(b)        contains any material which is obscene, offensive, hateful or inflammatory;

(c)        promotes sexually explicit material;

(d)        promotes violence;

(e)        promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(f)         infringes any copyright, database right or trade mark of any other person;

(g)        promotes any illegal activity;

(h)        gives the impression that it emanates from River;

(i)         advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement or computer misuse;

(j)         includes any representations that River endorses the Client’s views, comments, opinion or the Advertisement in any way;

(k)        is likely to deceive any person;

(l)         is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

(m)       constitutes an investment advertisement within the meaning of the Financial Services Act 1986 (as amended);

(n)        contains any personal data, save for commercial contact details, and does not breach all applicable data protection legislation and regulations in force; and

(o)        identifies any living person where the Advertisement contains the name or pictorial representation, whether photographic or otherwise, of any living person or any part of the anatomy of any living person unless the Client has obtained the authority of that living person to make use of his name, identity, representation and/or copy.

2.3       The Client warrants and represents that the Advertisement is not:

• threatening, abusive or invades another’s privacy, or causes annoyance, inconvenience or needles anxiety;
• likely to harass, upset, embarrass, alarm or annoy any other person; and
• used to impersonate any person, or to misrepresent identity or affiliation with any person.

2.4       The Client warrants that it shall ensure or procure that the Advertisement clearly sets outs that it does not resemble any editorial content of River or otherwise in any way and that its sole purpose is advertising.

2.5       The Client agrees that it will not refer to River within the Advertisement without obtaining River’s prior written consent.

2.6       If it is intended to include in an Advertisement a competition, offer, promotion, prize draw, lottery or a special offer of either merchandise or services full details must be submitted to River at the time of booking and the Client is solely responsible for ensuring the legality of any such Advertisement in each jurisdiction in which it is to be Published or to which it shall made available electronically.

2.7       The Client shall indemnify, and keep indemnified, River against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by River in connection with any claims, actual or threatened, of any kind (including, without limitation, any claim of trademark, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the Advertisement and/or any material of the Client to which users can link through the Advertisement.

3. Advertisement errors

3.1       The Client shall be responsible for checking the accuracy of the Client Material and the Advertisement (including any copy) submitted to River. River shall not be responsible for any error, inconsistency or omission in the insertion of the Advertisement or any shrinkage (or other distortion) that may occur during the normal course of reproduction.

3.2       If the Client becomes aware of an error in any of the Client Material provided, it shall notify River immediately in writing and River will use its reasonable endeavours to correct the error prior to the date of publication of the Advertisement. River assumes no responsibility for the repetition of an error in the Advertisement or the Services.

3.3       River will not be liable for any loss or damage of any Client Material. It is the Client’s responsibility to keep copies of any such materials.

4. River’s right to reject or require amendments

4.1       River does not undertake to review the contents of any Advertisements and any such review of and acceptance by River shall not be deemed to constitute a confirmation by River that the Advertisement is provided in accordance with the terms of this agreement, nor shall it constitute a waiver of River’s rights.

4.2       River shall have the absolute right to reject any website link embodied within the Advertisement.

4.3       Notwithstanding clause 4.1 above, River shall be entitled to require the Client to amend any artwork and materials relating to the Advertisement for the purpose of:

• complying with the legal or moral obligations placed on River or the Client;
• avoiding the infringement of the rights of any third party or the Applicable Laws.

4.4       River reserves the right at its entire discretion and without giving any reason or notice to the Client at any time to:

• reject or cancel the Advertisement, order, space reservation or position commitment;
• decline to publish, or omit, alter, suspend or change the position of any Advertisement;
• make such corrections or alterations as it may consider necessary or desirable in an Advertisement (whether to conform it to the style and subject matter of the relevant publication or otherwise);
• alter, cancel or postpone publication date(s);
• charge the Client for any extra production and colour processing costs because of any omission by the Client to supply artwork, copy or other materials of sufficient quality to fill the space booked;
• charge the Client in any event where the Client fails to supply artwork, copy or other materials including where no extra production and colour processing costs are incurred;
• destroy all artwork, copy or other materials which have been in its possession for more than 7 days from the date of their last use by River unless written instructions have been received from the Client to the contrary;
• to amend the Charges at any time; or
• remove the Advertisement from a Site or any Publication.

4.5       River reserves the right to omit or suspend any Advertisement at any time:

• for good reason (in River’s reasonable opinion); or
• if at the time of the Confirmation, the Client has not disclosed the identity of its client and of the product or services which are to be the subject matter of the Advertisement, in which case no claim on the part of the Client for damages or breach of contract shall arise.

4.6       In the circumstances set out in clause 4.5(b), the Client (which for these purposes shall mean both the advertising agency and its clients) shall have no claim against River in respect of the refusal or suspension and, if the space is not filled by River, the advertising agency shall be responsible for any loss suffered by River.

5. Client’s right to cancel

5.1       Unless otherwise agreed in the Confirmation:

(a)        subject to clause 5.1(c), if the Client cancels any of the Services by written notice any time before the date that is 8 weeks prior to the publication date (as specified in the Confirmation), it will receive a full refund in respect of the applicable Services;

(b)        subject to clause 5.1(c), if the Client cancels any of the Services on or after the date specified in clause 5.1(b), it will be charged in full for the applicable Services; and

(c)        if River supplies bespoke creative service or solution as part of the Services, such Services are non-refundable at any time from the date that River incurs costs in respect of such Services and the Client will be charged in full for the applicable Services (including any costs that have already been incurred by River at any time in respect of such Services).

5.2       If the Client cancels the balance of an order, it relinquishes any right to the series discount to which it was previously entitled and must pay for the Advertisements at the appropriate rate set out in the rate card for the number of Advertisements which have been published prior to the cancellation taking effect.

5.3       River will not be bound by a cancellation request unless it is in writing and River has confirmed receipt.

SCHEDULE 2

Sponsorship

1.1       River grants and the Client accepts the Sponsorship Rights during the Term in accordance with the terms and conditions set out in this agreement.

1.2       The Client undertakes to River:

(a)        to exercise the Sponsorship Rights strictly in accordance with the terms of this agreement; and

(b)        to provide to River, at the Client’s sole cost and expense, all suitable material including artwork in a format and within deadlines set out in the Confirmation.

1.3       River shall use its reasonable endeavours to deliver or ensure the delivery of each and all of the Sponsorship Rights to the Client.

SCHEDULE 3

Supply of Content

1.1       River shall supply the Content to the Client in such format or manner as the parties shall agree from time to time during the term of this agreement.

1.2       The Client may edit, add to or change the Content provided that any such alteration of the Content does not change the meaning of the Content or amount to the derogatory treatment of that Content.

1.3       River may request that, due to legal or compliance restrictions only or a breach of clause 1.2, the Client stop using any item of the Content, and upon such request, the Client shall remove such Content from any of its platforms as soon as reasonably practicable so that the persons accessing those do not access that Content.

1.4       In consideration of the Charges, River hereby grants to the Client non-exclusive licence to use, store, reproduce, distribute, transmit and display the Content pursuant to the Confirmation and the terms of this agreement.