As a customer of AgroPress AG these terms and conditions form the basis of our agreement with our clients.
The services (the “Services”) provided include: The publication of your advertisement(s) in our publication(s) on dates agreed from time to time and subject to available space in any relevant publication; and upon request, the provision of artwork and layout design and production services.
You agree and warrant in relation to any material provided to us for use in any advertisement that:
You are the owner of any copyright or other intellectual property right in the material and/or you have all necessary licences to use any third party copyright or other intellectual property included or reproduced or adapted in your material (including, without limitation, any moral right or performer’s right, trade mark, trade indicia or slogan); The material does not infringe any state or federal statute or regulation or compulsory or voluntary industry code of conduct, including, without limitation, any act or regulation dealing with defamation, indecency, censorship, advertising standards or self regulation; The material shall not include any defamatory, libellous, indecent, pornographic, offensive, threatening, false or disparaging content; The material shall not promote or encourage piracy, counterfeiting, plagiarism, unfair competition or idea misappropriation.
You hereby indemnify AgroPress AG and agree to keep it indemnified against any loss or damage (including legal costs on a client/own solicitor basis for any breach by you or your servants or agents or Clause hereof.
AgroPress AG may, in its absolute discretion, refuse to publish any advertisement or to refuse to repeat any advertisement if any material contained in the advertisement may amount to a contravention of Clause hereof, is inconsistent with the editorial or advertising policy or for any other reason.
You must provide your artwork upon the artwork according to technical requirements (see guidelines: http://theclippermag.com/index.php/advertising-file-submission-guidelines/ ) upon submission deadline. Failure to do so may result in the advertisement not being printed or not being printed in the position requested or may affect the quality of the advertisement.
You agree that you are solely responsible for the quality and accuracy of any artwork provided by you.
Where we provide the services you agree that you are solely responsible for checking and approving the accuracy and/or quality of the artwork produced and agree that you have approved any such artwork for publication. We will not be liable for any errors it may contain.
Subject to any express written agreement to the contrary, you agree we may change the position of your advertisement or other copy where we consider it desirable for any editorial, layout or legal requirements of any of our publications. If this needs to be done, we will use our best efforts to place your advertisement in a suitable alternative position and, subject to time constraints, to notify you of our decision prior to publication.
You agree during the term of this agreement: to be charged for the Services we provide to you at our current prices from time to time; as our charges are exclusive of any taxes, that we can pass on to you the full amount of any taxes payable on the charges and GST; to pre-pay our invoices prior to publication unless we have agreed, in our absolute discretion, to provide you with credit; to pay accounts on 14 day invoice for all of those charges (including taxes) by the date specified in the account (“DueDate”).
To pay any legal costs we may incur in recovering payment of our account on a full indemnity basis.
If you dispute in good faith an amount in the account, you must notify us in writing within fourteen days setting out reasons for the dispute and the amount in dispute. Notwithstanding any dispute as to any amount of any charge, you must pay the undisputed amount of each account by the Due Date.
If you do not pay the account by the Due Date, then we may charge an administration fee of $15 per month or part thereof or 1.5% per month on the outstanding amount of the invoice and suspend all or part of your Services pending payment of outstanding amounts on the account. Nothing in this clause affects our rights to terminate this agreement.
If account is paid in any way in part or whole by ways other than cash (in agreed contract currency), then AgroPress AG reserves the right to change this form of payment to 100% cash in agreed contract currency upon 30 days written notice.
Rejected cheques will be automatically charged back to the customer’s account. A charge of $15 is charged for dishonoured cheques.
We may vary, alter, replace or revoke any of these terms and conditions effective upon the expiry of 14 days written noticefrom us. We may interpret your ongoing use of the Services after that date as constituting your acceptance of any suchvariation, alteration, replacement or revocation of these terms and conditions.
We do not exclude or limit – the application of any provision of any statute where to do so would contravene that statute or cause any part of this clause to be void; or direct losses and damages which arise only as a result of our gross negligence (which means where we commit an act orallow an omission to occur in reckless disregard the consequences of the act or omission).
We exclude all statutory liability, tortious liability (including but not limited to liability in negligence), conditions and warranties implied by custom, the general law or statute, liability for all direct, economic, consequential or indirect losses, expenses, damages and costs incurred by you, arising out of or relating to the Services, any
failure to supply change to or delay in supplying the Services or out of or relating to thisagreement, including, but not limited to, liability for gross negligence and except to the extent of clause we are not responsible or liable for any indirect consequential or economic damages, including, without limitation, loss of income or profit or loss of actual potential business opportunities.
Our liability to you for any breach of any implied provision of this agreement (other than an implied warranty of title) is limited, at our option, to refunding the price of the Services in respect of which the breach occurred, or to providing the Services again.
We are not liable to you for any delay in or any failure to provide the Services which is caused by an event beyond our reasonable control.
This agreement may be immediately terminated by written notice at any time if, without prior written consent: either party breaches any term or condition of this agreement; a receiver or receiver and manager is appointed over any of either parties property or assets; a liquidator or provisional liquidator is appointed to either party; either party becomes bankrupt; either party enters into any arrangements with either party’s creditors; either party assigns or otherwise deals with either party’s rights under this agreement; either party ceases to carry on business; or there is a material change in either party’s direct or indirect ownership or control.
Your rights under this agreement are personal. You must not assign or attempt to assign any right or obligation under this agreement without our written consent. We may assign all or any of our rights and obligations under this agreement at any time by notifying you in writing.
Any notice, demand, consent or other communication required to be given to either party must be delivered personally orsent by prepaid mail or by facsimile to the address of the other as last notified.
This agreement shall be governed by and construed in accordance with the law of Switzerland and the parties hereby submit to the non-exclusive jurisdiction of the courts of that State. Basel, Switzerland is stipulated as the place of jurisdiction. This agreement contains yours and our entire understanding to the exclusion of any and all prior or collateral agreement, representation or understanding relating to the Services, whether oral or written. If any part of this agreement is found to be invalid or of no force or effect, this agreement shall be construed as though such part had not been inserted and the remainder of this agreement shall retain its full force and effect.
Where you are a corporation and we are providing you credit, we may ask you to provide personal guarantees from your directors or shareholders guaranteeing compliance with the terms of this Agreement, including, without limitation, payment for the provision of the Services.
Your subscription contract will be fulfilled by AgroPress AG, Switzerland, together with its agents and sub-contractors. The subscription contract is formed when you submit your order on-line, or by fax, post or telephone us with details of your order, you are making an offer to take out a subscription which if accepted by us and paid in full by you, will result in a binding contract.
If placing your order on-line your credit/debit card will be debited when you click “Submit Order”. Although you will either see a page or receive an email if you have supplied your email address acknowledging that your order has been received successfully and is being processed, the contract between us is not formed at this point. A legally binding contract is formed on the date we send you written confirmation of your order and/or fully paid the subscription order.
You will receive this written confirmation within 14 days after full payment of your subscription order for the specified duration or the minimum subscription duration. We will not be responsible if you fail to receive the written confirmation because you have supplied us with an incorrect postal address.
We reserve the right not to accept or process your order for any reason. All orders are subject to validation checks and authorisation by your payment card issuer. If we do not accept your order and your credit/debit card has already been debited, we will notify you and refund your card in full immediately.
We reserve the right not to fulfil and to cancel orders:
- in the event of obvious inaccuracies in prices, except that we may fulfil your order at the correct price;
- if we are unable to obtain payment authorisation from the issuer of your payment card.
We will deliver the magazines to the address you notify to us when you place your order. Orders purchased will start with the next available issue – please allow up to six weeks for delivery. You agree that we will not be responsible for failure to deliver the magazines if you have supplied us with an incorrect address. We reserve the right to dispose of incorrectly addressed envelopes and their contents without an obligation to refund you or any other person if they are returned to us and despite efforts to contact you we do not receive correct address details.
Delay in delivery and non-delivery
We will not be liable to you for any delay in delivery or non-delivery of magazines in the following circumstances:
- where the issuer of your payment card refuses to authorise payment to us;
- where such delay or failure is due to circumstances beyond our control or the control of our sub–contractors and agents, including but not restricted to war, electricity power failure, utilities failure, failure of telecommunications links, failure of transport infrastructure, fire, flood, government act, act of God, legislative constraints, strikes, labour disputes or malicious damage involving employees.
Renewal, Cancellations and Refunds
Unless specifically stated in any Subscription offer or promotion when you place your Subscription order with us you choose an auto-renew payment option, including direct debit and you agree that at the end of the initial subscription period (and of each renewal period thereafter), your Subscription will automatically renew for the same subscription period at the then prevailing renewal rate, which may be changed from time to time.
Where a minimum term of 12 months or more are advertised cancellations are not permitted until the end of this initial period and we will not issue you a refund. Should you wish to cancel after the minimum term, please contact our customer care team in writing (see contact details below).
For all other subscriptions or after the minimum term of your subscription, you may cancel your subscription contract minimum 1 month before auto-renewal by notifying our customer services team in writing.
Prices displayed on the subscriptions section of the website will prevail at all times in relation to orders placed on-line. You either make a one-off payment for a one or two year subscription or make ongoing direct debit payments for any other subscription term. If you make ongoing direct debit payments we reserve the right to increase our prices at any time after the first year of your subscription has elapsed and will notify you in writing with 10 days notice of any such price increase.
Although we try to ensure that all prices are accurate, errors may occur. If we discover an error in the price of your order, we will inform you as soon as possible. You will have the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you, we will treat the order as cancelled. We will refund you in full if you cancel the order and have already paid.
Our liability to you in the event of magazines being lost in despatch shall at our discretion, be limited either to replacement of the missing issues or refund of the cost of the missing issues.
To the extent permitted by law we exclude all other liability to you. Our exclusions of liability shall not apply to any damages arising from death or personal injury caused by our negligence or that of any of our employees or agents.
These Terms and Conditions do not and shall not affect your statutory rights as a consumer.
A person who is not a party to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or rely upon any provision of them.
Use of Personal Information
We use the personal and transactional information (e.g. name, address, e-mail address, credit card details) (“Personal Information”) you supply to us in order to fulfil your subscription order. On the online order form we will ask you about receiving details of our products and services and/or those of third parties which may be of interest to you. You should tick the relevant boxes to indicate whether or not you wish to receive such information.
Governing Law and Jurisdiction
These Terms and Conditions are governed by English law. You hereby irrevocably submit to the exclusive jurisdiction of the English courts notwithstanding the jurisdiction where you are based.
These Terms and Conditions override any contrary terms or conditions published by us in relation to any order placed by you with us.
Basel, Switzerland is stipulated as the place of jurisdiction.
If you have any queries or comments about your subscription please contact out customer services team:
Telephone: + 41(0) 78 710 22 17 – lines are open Monday to Friday from 8:30am to 5:30pm (EST)
Mail: AgroPress AG, Südquaistrasse 14. 4057 Basel