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1
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ORDERING
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1.1
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By placing an order for the insertion of an Advertisement in the
Magazine or on the Websites www.gg2.net
www.locasian.co.uk
www.amg.biz www.asiantrader.biz
www.asiantimesonline.co.uk
www.pakistanweekly.co.uk www.srilankaweekly.co.uk
www.bangladeshweekly.co.uk
www.jobsbuster.co.uk www.jobsbuster.com
www.pharmacy.biz
www.indiaweekly.co.uk and
www.easterneye.eu the Buyer confirms its acceptance of and
agreement to these terms and conditions (“Conditions”)
and the provisions of the attached Rate Card (or applicable Rate Card) which shall
be deemed to be incorporated into these Conditions. In the event of any variation
or inconsistency between these Conditions and the provisions of the applicable Rate
Card, these Conditions shall prevail.
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1.2
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These Conditions (with such variations, if any, as the Company may expressly agree
in writing) shall apply to each contract for the placing of an Advertisement to
the exclusion of any other terms and conditions including without limitation any
terms or conditions which the Buyer purports to apply under any purchase order,
confirmation of order, specification or other document.
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1.3
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In placing an order for the insertion of an Advertisement or online Banner, the
Buyer offers to contract with the Company as principal even where the Buyer is not
the Advertiser notwithstanding that the Buyer shall in doing so bind the Advertiser
for which the Buyer is acting as agent. A legally binding contract is formed only
upon the Company’s acceptance of that offer. No order shall be deemed to be accepted
by the Company until confirmed by the Company [in writing].
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2.
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BUYER'S INDEMNITY AND WARRANTIES
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2.1
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The Buyer accepts full legal responsibility in respect of any Advertisement or online
Banner submitted by it for publication and indemnifies the Company and shall keep
the Company fully and effectively indemnified against any actions, proceedings,
claims, demands, damages, costs (including legal costs) and any other liability
whatsoever (whether civil or criminal) arising directly or indirectly and whether
or not reasonably foreseeable from (a) the Company’s handling, publication or reproduction
of the Advertisement, and/or (b) any breach by the Buyer of any of its obligations,
warranties or representations contained in these Conditions or implied by law.
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2.2
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Without prejudice to the generality of the foregoing, the Buyer warrants and represents
that:
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2.2.1
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The Advertisement or online Banner does not contravene any Act of Parliament in
the United Kingdom, law of the European Union, rule of any statutorily recognised
regulatory authority, or any other relevant legislation or code of practice;
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2.2.2
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In the case of any Advertisement or online Banner which amounts to a Financial Promotion
the Advertiser is, or the contents of the Advertisement or online Banner have been
approved by, an Authorised Person or the Advertisement or online Banner is otherwise
permitted under and complies in all respects with the FSMA;
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2.2.3
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The publication, republication and reproduction of the Advertisement or online Banner
(whether or not amended in accordance with Condition 3.4) in any medium (including
without limitation in the Magazine, Newspaper, on the Website or in any Archive)
will not (a) infringe any Rights of any third party, (b) breach any contract, agreement
or understanding, (c) be in any way contrary to the law applicable anywhere in the
world, or (d) otherwise expose the Company to the risk of any civil or criminal
proceedings whatsoever;
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2.2.4
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In respect of any Advertisement or online Banner which contains the name and/or
image of any living person, the Buyer has obtained the authority of such person
to make use of their name and/or image;
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2.2.5
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No contamination file, virus, worm or Trojan horse is contained within or will originate
from the Advertisement or online Banner, its content or any linked area or from
any e-mail, attachment, message or other documentation supplied to the Company by
the Buyer;
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2.2.6
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The Advertisement or online Banner is legal, decent, honest and truthful and does
not infringe the British Codes of Advertising and Sales Promotion or any other relevant
codes under the supervision of the Advertising Standards Authority or other relevant
regulatory body; and
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2.2.7
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Where it is acting as an advertising agency or media buyer, or in some other representative
capacity, the Buyer is authorised by the Advertiser to place the Advertisement or
online Banner in accordance with these Conditions.
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3
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SUPPLY OF PROOFS AND CORRECTIONS
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3.1
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The Advertisement or online Banner and all artwork, copy, photographs, copy instructions,
proofs and other material necessary for the publication of the Advertisement or
online Banner (together the “Materials”) must be received by the Company in such
form as the Company may specify [by the latest date specified in the Rate Card]
[not less than 7 clear Days prior to the Publication Date].
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3.2
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If the Materials are not received by the date or in the form specified in Condition
3.1, the Company reserves the right (at its sole discretion), and without prejudice
to the Company's right to be paid for the relevant Advertisement or online Banner
either (a) to print the relevant Advertisement or online Banner from any copy or
proofs previously supplied by the Advertiser (or, if different, the Buyer), or (b)
not to publish the relevant Advertisement or online Banner.
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3.3
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The Company cannot undertake to make, nor shall it be responsible for, any alterations
or corrections to the Advertisement or online Banner if requested after the latest
date specified for such alterations or corrections in the Rate Card. The Company
will endeavour to provide the Buyer with proofs of an Advertisement or online Banner
prior to publication where reasonably practicable, but cannot guarantee to do so.
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3.4
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The Company may (without prejudice to the Buyer's warranties contained in these
Conditions) make or require the Buyer to make any amendments, corrections or alterations
to an Advertisement or online Banner that the Company considers in its absolute
discretion necessary or desirable, whether to conform with the style and subject
matter of the Publication or website, to comply with the Buyer’s warranties in these
Conditions or the technical specifications set out in the applicable Rate Card,
for legal or regulatory reasons or otherwise.
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4
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MATERIALS
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4.1
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The Company shall not be liable for any loss of or damage to the Materials. Unless
otherwise agreed in writing, the Company reserves the right to return at the Buyer's
expense or dispose of such Materials if not collected within six months of their
receipt by the Company.
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4.2
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The Buyer acknowledges that the Rights in all artwork, copy and other materials
which the Company or its employees or its contractors has originated or re-worked
shall vest solely in the Company.
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5
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COMPANY RESPONSIBILITIES
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5.1
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The Company will use its reasonable endeavours to comply with the wishes of the
Buyer in relation to the placing of the Advertisement or online Banner in the Publication.
Notwithstanding the foregoing, the Company cannot guarantee and does not warrant:
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5.1.1
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The Publication Date, the wording or the quality of colour or mono reproduction
of the Advertisement or online Banner;
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5.1.2
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That the Advertisement will not back onto or face another advertisement or appear
in the same issue or on the same page as another advertisement for the same or any
similar product or service;
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5.1.3
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That the Advertisement or online Banner will be placed in any special position unless
agreed in writing by the Company in advance and for an additional charge. Any such
agreement by the Company will be specific to an identified Advertiser, and no other
Advertiser may take the agreed position without the Company’s prior written consent.
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5.2
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The Buyer acknowledges and agrees that the Company shall use its reasonable endeavours
to ensure the accuracy of any estimated figures relating to (a) the number, proportion
or type of people likely to be exposed to the Advertisement or online Banner (whether
in the Magazine, on the Website or otherwise); (b) the number of exposures each
person is likely to receive; and (c) the cost of achieving those exposures. Since
these are matters which are ultimately beyond the Company’s control, no warranties
can be given by the Company as to the accuracy of such estimates or as to the figures
actually occurring and no liability shall attach to the Company in respect of any
losses suffered by the Buyer or any third party by reason of the Buyer’s reliance
on such estimates. The Buyer further acknowledges, in relation to any Advertisement
or online Banner to be published on the Website, that the Website will not be continuously
available and will be subject to suspension from time to time for routine maintenance
and updating.
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6
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CANCELLATIONS
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6.1
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The Company reserves the right without giving prior notice to the Buyer (a) to postpone,
suspend, transfer or cancel the publication of the Advertisement or online Banners,
and/or (b) to change the position of the Advertisement or online Banner in the Publication
or website. Provided that the Buyer is not in breach of any of these Conditions
the Company will in such cases return any money paid by the Buyer in respect of
any Advertisement or online Banner which does not appear in the Publication or website.
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6.2
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At the time an order is placed by the Buyer, if the Buyer is an advertising agency
or media buyer and does not disclose (a) the name of its Advertiser client, and/or
(b) the goods or services which are to be the subject of the Advertisement or online
Banner for that space, the Company may at any time refuse to accept or suspend the
Advertisement or online Banner, and in such circumstances neither the Buyer not
the Advertiser shall have any claim against the Company in respect of such refusal
or suspension, and if the space is not filled by the Company, the Buyer shall be
responsible for any loss suffered by the Company.
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6.3
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The Company will only accept a request from the Buyer to postpone, suspend, transfer
or cancel the publication of an Advertisement or online Banner if the request is
received in writing by the Company before [the latest date specified in the Rate
Card]. Any such requests after that deadline shall not affect the Buyer’s liability
for payment for the Advertisement or online Banner. The Company may treat as a cancellation
the fact that the Buyer is unable to pay its debts within the meaning of section
123 of the Insolvency Act 1986 prior to payment in full of the price for the relevant
Advertisement or online Banner or is otherwise in breach of any of these Conditions.
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7
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ERRORS
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7.1
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If there is an error in the Advertisement or online Banner as published or publication
is delayed or does not occur as planned, the Company will not be liable unless this
is caused by its neglect or default.
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7.2
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The Buyer shall notify the Company in writing of any error in a published Advertisement
or online Banner as soon as practicable and in any event within [three] Days of
its first publication. The Company shall not be liable for the repetition of an
error in an Advertisement or online Banner not drawn to its attention in accordance
with this Condition 7.2.
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8
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RATES AND PAYMENT
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Unless the Company agrees otherwise in writing:
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8.1
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The price for any Advertisement or online Banner will be the Rate Card price prevailing
at the Publication Date. A 10% discount will be given for advance payment.
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8.2
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Payment is due at the time the Buyer places its order for insertion of the Advertisement
[or online Banner or within 15 days from the date of invoice following publication].
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8.3
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The Buyer acknowledges the cost to the Company of late payment of the Company’s
invoices and accordingly agrees to pay in respect of any payment not made by the
due date the aggregate of:-
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8.3.1
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an administration fee of £151; and
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8.3.2
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Interest (accruing on a daily basis) on the amount unpaid at the rate of 4 per cent
above the base rate for the time being of Barclays Bank Plc from the due date for
payment up to the date on which the Company receives the full outstanding amount
together with all interest.
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8.3.3
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The Company reserves the right to charge the Buyer for the cost of the Company's
(or its printers') extra production work arising from any exceptional production
requirements or any acts or defaults of the Buyer (including without limitation
amendments, corrections or alterations made pursuant to Condition 3.4 above).
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8.4
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The Company shall not provide any voucher copies of the Magazine for orders for
classified advertisements or online Banners, or for orders of less than £100.00
in value. [In the case of annual or “one shot” Magazines, only tear sheets will
be provided. In all other cases,] the Company shall provide the Buyer with not more
than one voucher copy of the Magazine for each insertion.
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8.5
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VAT will be included and itemised separately on Company invoices, where appropriate,
at the rate prevailing from time to time, the rate on the Rate Card being exclusive
of VAT.
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9
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ENTIRE AGREEMENT
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9.1
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These Conditions, read together with the Rate Card, constitute the entire agreement
and understanding of the parties and supersedes any previous agreement between the
parties relating to the placing of Advertisements or online Banners by the Company.
The Buyer agrees that it has not been induced to enter into these Conditions in
reliance upon any warranty, representation, statement, agreement or undertaking
of any kind (whether negligently or innocently made) of any person other than as
expressly set out in these Conditions as a warranty. The only remedy available to
the Buyer for breach of the said warranties shall be for breach of contract under
the terms of these Conditions and the parties unconditionally and irrevocably waive
any other claims, rights or remedies that may otherwise be available.
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10
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LIMITATION OF LIABILITY
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Subject always to Condition 13.4:-
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10.1
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The Company shall not be liable for any indirect or consequential loss (including
without limitation business interruption and loss of profits, business, goodwill,
reputation, anticipated savings, information or data) whether arising out of breach
of contract, tort (including negligence), breach of statutory duty or otherwise
howsoever; and
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10.2
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The Company’s total liability in contract, tort (including negligence), breach of
statutory duty or otherwise howsoever arising in connection with the performance
or contemplated performance of these Conditions shall be limited to (a) the refund
of its charge for the relevant Advertisement or online Banner, or (in the Company's
absolute discretion) (b) the free repeat publication of the relevant Advertisement
or online Banner or an appropriate corrective advertisement or online Banner.
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11
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FORCE MAJEURE
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11.1
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The Company shall not be liable for any failure to publish the Advertisement or
online Banner or perform any of its other obligations under these Conditions caused
by circumstances beyond its reasonable control (including without limitation a labour
dispute between a third party and its employees or an act of terrorism or military
action).
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12
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DATA PROTECTION
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12.1
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The Buyer shall comply with the Data Protection Act 1998 and all associated legislation.
The provision by the Buyer of mail, telephone, fax, e-mail or other contact details
to the Company shall be deemed to constitute the Buyer’s consent to the Company’s
use of that information to send the Buyer information about special advertising
rates and features that the Company may offer from time to time. The Company may
monitor and record telephone calls and e-mails for the Buyer’s protection and to
ensure quality of service.
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13
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MISCELLANEOUS
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13.1
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Reference to an act or omission of the Buyer shall include any act or omission of
any relevant director, employee or agent of the Buyer.
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13.2
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Reference to any Act of Parliament or Code of Practice shall be deemed to include
reference to such Act or Code as amended, updated, re-enacted or replaced from time
to time, as well as any subsidiary legislation, regulations or statutory instruments
enacted under any such Act.
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13.3
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No variation to these Conditions shall be valid unless it is in writing and signed
by or on behalf of each of the parties.
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13.4
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Nothing in these Conditions shall operate to limit or exclude any liability for
fraud or for death or personal injury caused by the negligence of the Company or
any other person for whose actions the Company is responsible or for any other liability
to the extent that such liability may not be excluded or limited as a matter of
law.
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13.5
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The Buyer shall pay all monies which are payable by it to the Company without any
right of set off, abatement, deduction, discount or withholding in respect of monies
which are due from the Company or alleged to be due from the Company to the Buyer
(or, if different, the Advertiser).
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13.6
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No person who is not a party to these Conditions has any right under the Contracts
(Rights of Third Parties) Act 1999 or otherwise howsoever to enforce any term of
these Conditions.
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13.7
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These Conditions shall be governed and construed in accordance with the laws of
England and each party agrees to submit to the exclusive jurisdiction of the English
Courts.
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14
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INTERPRETATION
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14.1
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In these Conditions unless the context otherwise requires reference to the singular
includes reference to the plural (and vice versa) reference to any gender includes
reference to the other genders and the following capitalised expressions shall have
the following respective meanings and all other capitalised expressions have the
meaning ascribed to them elsewhere in these Conditions:-
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"Advertisement(s)" shall include any loose or insert advertisement,
any advertisement attached to or distributed with the Magazine or Newspapers (including
free gifts), information supplied in connection with an advertisement, and advertisements
in any form (including without limitation banners and all electronic readable form
on the Website);
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"Advertiser" shall mean the person advertising its products or
services or making an announcement in the Advertisement;
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"Archive" shall mean any database in which the Company retains
for future reference or use by itself or others material (including Advertisements)
which has been published in or with the Magazine or the Web Site;
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"Authorised Person" shall have the meaning set out in section 31
of the FSMA;
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"Buyer" shall mean the person placing an order for the insertion
of an Advertisement with the Company, whether or not that person is the Advertiser;
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"Company" shall mean Asian Trade Publications Ltd, Registered in
England 1716184 at No.1 Silex Street, London SE1 0DW;
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"Day(s)" shall mean any day except for a Saturday, Sunday or a
day which is a public holiday in England and Wales;
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"Financial Promotion" means any Advertisement that comprises or
includes an invitation or inducement to engage in investment activity (as those
terms are from time to time interpreted for the purposes of the FSMA);
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"FSMA" means the Financial Services and Markets Act 2000 together
with any rules, orders, regulations, codes of practice and delegated legislation
made thereunder from time to time;
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"Magazine" means each periodical printed publication published
by the Company, including Eastern Eye, Garavi Gujarat, GG2, Asian Trader, Pharmacy
Business, Asian Hospitality, Coupon Book and GG2 Jobs;
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"Publication" means the relevant issue of the Magazine or, as the
context requires, the relevant period of publication of the Web Site;
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"Rate Card" means the Company's current rate card in respect of
the Magazine or the Web Site including, without limitation, advertising rates and
additional conditions concerning copy and cancellation dates, technical and stylistic
specifications and any related information;
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"Rights" means any copyright, extended or revived copyright, design
right, registered design right, patent, performer’s property right, trade mark,
database right, image right, moral right or any similar right exercisable in any
part of the world; and
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"Website" "Web Site" means each and every website
owned or operated by the Company, including
www.gg2.net www.locasians.co.uk
www.amg.biz www.asiantrader.biz www.asiantimesonline.co.uk www.pakistanweekly.co.uk www.srilankaweekly.co.uk www.bangladeshweekly.com www.jobsbuster.co.uk
www.jobsbuster.com www.pharmacy.biz
www.indiaweekly.co.uk
and www.easterneye.eu
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