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1 DEFINITIONS

1.1 "W ZONE" means W ZONE offline or online.
1.2 "W ZONE Publication" means the publication or any other media or
associated services specified in the Media Confirmation.
1.3 "Advertisement" means a magazine advertisement, loose or bound-in
insert, product card, rented mailing list, web advertisement or any
other type of sponsorship or advertising which an Advertiser agrees
to buy from W ZONE.
1.4 "Advertiser" means the person, firm or corporation to whom W ZONE
addresses a Media Confirmation about an Advertisement.
1.5 "Copy Change" means a change to the content of an Advertisement
but not to its size or shape or to its colour makeup.
1.6 "Conditions" means these Terms and Conditions and any changes
agreed in Writing by the publisher of the relevant W ZONE Publication or
a Director of W ZONE.
1.7 "Contract" means the legally binding agreement governing an
Advertisement and comprising the Conditions and the information about
the Advertisement in the relevant Media Confirmation.
1.8 "Copy Date" means the date shown in the Media Order as the last date
for receipt of copy or, if none, in the current Media Pack for the relevant W ZONE Publication.
1.9 Media Order means any written communication confirming an Advertiser's order or
cancellation sent by W ZONE to the Advertiser.
1.10 "Media Pack" means the media pack whether printed or digital
in effect for the time being for the relevant W ZONE Publication and
may include, among other things, its rate card, mechanical and technical
specifications and copy and cancellation deadlines.
1.11 "Writing" means any written communication including letter, fax,
e-mail and all similar means of communication.
1.12 "Party" shall mean either W ZONE or the Advertiser, and "Parties"
shall mean W ZONE and the Advertiser together.
1.13 "Publisher" shall mean the responsible person appointed by W ZONE
to oversee the publishing of a W ZONE Publication and named as such in
the W ZONE Publication.

2 BASIS OF CONTRACT

2.1 An Advertisement is accepted on the understanding that the
relationship between the Advertiser and W ZONE is governed by these
Conditions. Unless specifically approved in Writing by the Publisher
of the relevant W ZONE Publication or by a W ZONE Director, the conditions
stipulated on an Advertiser's order form or anywhere else shall be void.
2.2 Any variation to these Conditions (including any special terms
and conditions agreed between the Parties) shall apply only if agreed
and confirmed in Writing by the Publisher of the relevant W ZONE Publication
or by a W ZONE Director.
2.3 The issue of a Media Order shall amount to an offer by W ZONE to the
Advertiser to enter into a Contract. The signature and return of the
Media Order shall amount to the Advertiser's acceptance of the Contract.
2.4 W ZONE's employees and agents are not authorised to agree to change
these Conditions, to give greater discounts than the Advertiser
normally receives or to give any representation or warranty not
contained in the Contract unless confirmed in Writing by the Publisher
of the relevant W ZONE Publication or by a W ZONE Director. The Advertiser
acknowledges that it does not rely on, and waives any claim for, breach
of any such representations or warranties, which have not been confirmed
in Writing by either the Publisher of the relevant W ZONE Publication or
a W ZONE Director.
2.5 Any typographical, clerical, or other error or omission in any
Media Pack, Media Order, invoice or other W ZONE document shall be subject
to correction without any liability on the part of W ZONE.

3 ADVERTISER'S OBLIGATIONS

3.1 The Advertiser will make sure that the data, materials or inserts,
which W ZONE needs in order to publish the Advertisement, are received
at the address specified in the Media Confirmation before the Copy Date and the
data, materials or inserts shall comply with the requirements of the
Media Pack and the Media Confirmation. W ZONE and its agents are under no obligation  to return data, materials or inserts supplied by or on behalf of the
Advertiser.
3.2 If the Advertiser does not fully comply with clause 3.1 W ZONE is not
required to publish any Advertisement but it reserves the right to
repeat the Advertiser's latest copy of a size and shape appropriate to
the space booked, but if W ZONE does not have any prior copy it reserves
the right to charge the gross amount for the space booked shown in the
Media Order
3.3 The Advertiser is responsible for making sure that the Advertisement
is free of libel and other defamatory content, does not breach the
copyright of any third parties, does not make unfair or unsupportable
or unreasonable claims and is generally fit to be published and
specifically will comply with any legal or regulatory requirements in
the distribution or circulation area shown in the Media Pack for the
W ZONE Publication in which the Advertisement is booked to appear. Should
it become apparent that it is not so compliant, W ZONE reserves the right
to suspend the Advertisement, in which case the Advertiser will have no
claim for damages for breach of contract.

4 W ZONE'S OBLIGATIONS

4.1 W ZONE will publish the Advertisement in the nominated W ZONE Publication
and will distribute the said Publication according to the Contract.
4.2 W ZONE gives no representation or warranty as to the period of time
during which any W ZONE Publication will be published or as to its future
circulation figures or territory.

5 RECEIPT OF COPY

5 WORK REQUIRED ON ADVERTISEMENTS
5.1 Where W ZONE or its agents are involved in extra production work
because of any act or default of the Advertiser or its agents or because
of any error in the Advertisement as supplied by the Advertiser or as a
result of any Copy Changes that the Advertiser requests W ZONE to undertake
or in order to render the Advertisement publishable, the Advertiser will
have to pay for this work at the rate of £50 per hour (minimum charge
£50 per episode). These charges will be added to the invoice for the
Advertisement.

6 AMENDMENT AND CANCELLATION

6.1 Advertiser's Change and Cancellation Rights
6.1.1 An Advertiser who has booked an Advertisement via a Media Order may
change the size, shape or content of an Advertisement or cancel an
Advertisement altogether only by giving notice in Writing to W ZONE not
less than 2 weeks before its Copy Date. The Advertiser's right to
cancel is in addition to any statutory rights it has. Cancellation will
be effective on the issue of a confirmatory Media Confirmation by W ZONE. Once space
has been booked, an Advertiser may not alter its requirement from colour
to monochrome.
6.1.2 Where an Advertiser cancels or changes the size or shape of an
Advertisement under clause 6.1, it will pay W ZONE an administration
charge of £200 (exclusive of VAT) per insertion cancelled or changed
to compensate W ZONE for the time and expense involved in processing the
order and cancellation plus any series discounts or other discounts
granted to the Advertiser by W ZONE for an Advertisement or series of
Advertisements which have been paid for prior to cancellation.
6.1.3 Any cancellation notices issued otherwise than as clause 6.1.1
requires shall be ineffective and the Advertiser shall be liable to
pay the gross cost shown in the Media Order for the space booked.
6.1.4 An Advertiser may notify a Copy Change at any time before the
relevant Copy Date.
6.2 W ZONE may change the location, size, shape and content of an
Advertisement at any time for good reason, in which case no claim on
the part of an Advertiser for damages for breach of contract shall
arise.
6.3 W ZONE reserves the right to omit, cancel or suspend the space for
any Advertisement, not to run any other Advertisements in a series or
cease to produce or alter the publication dates of any W ZONE Publication
for good reason, in which case no claim on the part of an Advertiser
for damages for breach of contract shall arise.
6.4 If W ZONE does any of the things which it is entitled to do in clauses
6.2 and 6.3 in response to the insolvency or any breach by the
Advertiser, W ZONE's other rights are unaffected.

7 PRICE OF ADVERTISING

7.1 The price of an Advertisement (or a series) shall be stated on the
Media Order. All prices quoted are valid for 14 days only or until earlier
acceptance by the Advertiser. The prices in quotes not accepted within
14 days may be altered by W ZONE without giving notice to the Advertiser.
7.2 All amounts stated in these Conditions are exclusive of VAT, which
shall be due at the rate ruling on the date of the VAT invoice.
7.3 Where W ZONE has to carry out work on an Advertisement to render it
publishable, such work shall be charged back to the Advertiser at the
rate of £50 per hour. Advertisers who do not wish to make such payments
but prefer to do the work themselves and resupply the Advertisement must
advise W ZONE of this in Writing at the time of sending the original copy.

8 TERMS OF PAYMENT

8.1 W ZONE shall be entitled to invoice the Advertiser for the price of
the Advertisement (or series) at any time after publication and/or on
issue of a Media Order confirming a cancellation by the Advertiser. Such
invoice may include any discounts repayable under clause 6.1.2 and
administration or other charges.
8.2 The Advertiser hereby agrees that it shall pay the price of the
Advertisement (or series) within 30 days of the date of the W ZONE invoice.
The time of payment of the price shall be of the essence of the Contract.
The Advertiser is entitled to claim any discounts shown on the Media Order
only where full payment is received by W ZONE on or before the due date for
payment of the relevant invoice.
8.3 If payment is to be made by instalments and the Advertiser fails to
pay any instalment on its due date then W ZONE shall be entitled to demand
payment of the unpaid balance (including all arrears).
8.4 The Advertiser may not withhold payment of any invoice or any other
amount due to W ZONE by reason of set-off or counterclaim which the
Advertiser may have or allege to have for any reason whatever.
8.5 If the Advertiser fails to comply with any of the Conditions it
shall nevertheless continue to be liable for all charges due and to
become due.
8.6 If the Advertiser fails to make payment on the due date then,
without prejudice to any other right or remedy available to W ZONE, W ZONE
shall be entitled to charge the Advertiser interest (both before and
after Judgment) from day to day on the amount unpaid at the rate of
8% per annum above Lloyds Bank Plc base rate from time to time until
payment in full is made and may also at its entire discretion decline
to allow further Advertisements booked by the Advertiser to be
published without incurring any penalty whatsoever and without being
in breach of the Contract.

9 INDEMNITY

9.1 The Advertiser shall indemnify W ZONE against any loss, cost, liability
or claim in connection with any Advertisement awarded against or
incurred by W ZONE or its employees or agents or paid or agreed to be paid
by W ZONE in settlement of any claim.

10 INTELLECTUAL PROPERTY RIGHTS

10.1 The Advertiser warrants that it is the owner or has been duly
authorised by the owner of any copyright material, brand name, trademark,
service mark or logo to be incorporated into the Advertisement.
10.2 All intellectual property rights created or used by W ZONE in
connection with the Contract shall be and shall remain the property of
W ZONE.

11 PROOFING

11.1 The Advertisement will be published in accordance with the
information provided by the Advertiser. W ZONE is not obliged to issue
proofs to the Advertiser, but where an Advertiser wishes to see a copy
of the Advertisement for checking prior to publication it must make such
wish known to W ZONE via the Media Confirmation, indicating the name and contact
details of the person authorised to approve the Advertisement. Where the
Advertiser wishes to see a hard copy proof, a reasonable extra charge
for producing the proof and sending it will be made.   
11.2 Where the Advertiser wishes to request reasonable colour matching,
it must supply Cromalins/Matchprints or tear sheets along with the
Advertisement. Advertisers are hereby advised that print and colour
quality may vary through factors beyond W ZONE's control, and when placing
Advertisements in W ZONE Publications Advertisers hereby accept that such
variation in quality is inevitable and shall not be a reason for
non-payment or compensation or the lodging of a claim as described in
12.4, provided always that the Advertisement is fit for purpose, i.e.
the information carried in the Advertisement as published is legible
and understandable by the reader.
11.3 Where the Advertiser fails either to request a proof of the
Advertisement for checking or to provide Cromalins/Matchprints or
tear sheets as described in 11.1 and 11.2, then the Advertiser hereby
forgoes its right to make any claim as described in 12.4 and hereby
holds W ZONE blameless and harmless for any errors or omissions in the
published Advertisement, provided always that the published Advertisement
is fit for purpose as defined in 11.2.  
11.4 Where the Advertiser has indicated that it wishes to see a proof
of the Advertisement prior to publication, but fails to provide a
sign-off by the Copy Date, the Advertiser hereby agrees that W ZONE shall
publish the Advertisement as if the Advertiser had not requested a
proof of the Advertisement, and forgoes any claims in the event of
errors or omissions as described in 11.3.

12 WARRANTIES AND LIABILITY

12.1 W ZONE's total liability in contract, tort (including negligence
or breach of statutory duty) or otherwise in connection with any
Advertisement or otherwise under this Contract shall be limited to
the price payable by the Advertiser under the Contract net of discounts,
each as shown on the Media Confirmation. W ZONE shall not be liable for any increased
costs or expenses, loss of profit, business, contracts, revenues or any
anticipated savings, of the Advertiser or for any special indirect or
consequential damage of any nature whatsoever.
12.2 W ZONE does not exclude or restrict its liability for death or bodily
injury caused by the negligence of W ZONE or of its employees while acting
in the course of their duties.
12.3 All warranties, conditions or other terms implied by statute or
common law are excluded except as expressly provided in these Conditions.
12.4 The Advertiser shall inspect the copy of the Advertisement sent
by W ZONE with its invoice. Any claim by the Advertiser which is based
on any error or omission in the Advertisement shall be notified to W ZONE
in Writing not more than 7 days after the Advertiser received W ZONE's
invoice. If the Advertiser does not notify W ZONE in this way, W ZONE shall
have no liability for such errors or omissions and the Advertiser shall
be bound to pay the price as if the Advertisement had been published
in accordance with the Contract.
12.5 Where any valid claim in respect of any Advertisement which is
based on errors or omissions in the Advertisement is notified to W ZONE
in accordance with these Conditions, W ZONE shall be entitled to provide
compensation in full either by publishing a similar correct Advertisement
free of charge in the next issue of the relevant W ZONE Publication or,
at W ZONE's sole discretion, refund to the Advertiser such part (not
exceeding the whole) of the charge for the Advertisement concerned, as
is fair and reasonable having regard to the nature of the error or
omission. Decisions to make refunds or to publish Advertisements
free of charge require the authority in Writing of the Publisher of
the relevant W ZONE Publication or a W ZONE Director.
12.6 W ZONE shall not be liable in respect of any breach of the Conditions
due to any cause beyond W ZONE's reasonable control.

13 GENERAL

13.1 Any notice or other communication required or permitted to be
given by either Party to the other under these Conditions shall be in
Writing addressed to that other Party at its Registered Office or
principal place of business or such other address as may at the relevant
time have been notified pursuant to this provision to the Party giving
the notice. If sent by first class prepaid post it will be deemed to
have been received two working days after dispatch and if by fax at the
start of business on the working day after dispatch.
13.2 No waiver by W ZONE of any breach of the Contract by the Advertiser
shall be considered as a waiver of any subsequent breach of the same or
any other Condition.
13.3 If any provisions of these Conditions are held by any competent
authority to be invalid or unenforceable in whole or in part the
validity of the other provisions of these Conditions and the remainder
of the provision in question shall not be affected thereby.
13.4 Any reference in these Conditions to a statute or a provision of a
statute shall be deemed to be a reference to that statute or provision
as subsequently amended, extended or re-enacted.
13.5 The Contract shall be governed by the laws of England and Wales and
shall be subject to the exclusive jurisdiction of the English and
Welsh courts.