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Terms and Conditions.

Gravity Consulting Ltd terms

This section comprises:

1) Gravity Consulting Ltd general terms of trade

2) Conditions of acceptance for advertising

3) Gravity Consulting Ltd sponsored competition rules

 

Terms of Trade

Definitions

The terms "The Supplier", "Gravity Consulting" and "Gravity" shall be taken to mean Gravity Consulting Ltd, a company registered in England. The terms "The Client" and "The Customer" shall be taken to mean any organisation that has entered into an agreement with Gravity Consulting Ltd for the supply of goods and/or services. "Gravity Consulting Ltd" refers to the corporate entity of that name and to its directors, employees, and all agents and associated acting with the commpany's authority on its behalf.

 

Services

The Supplier shall use best endeavours to produce for the Client a service in line with the details specified in accordance with the agreed tender document or with any other agreement between the parties detailing the delivery of goods and/or services by Gravity Consulting.

 

Terms of Provision

The Client shall assist the process by cooperating in the production and assimilation of information specific to the Client’s requirements The Client will ensure well-timed checking of documents where required.

The Supplier may not be held liable for any perceived damage arising from any failure to produce this service to the agreed schedule, for whatever reason.

Any goods provided by Gravity shall remain the property of Gravity until paid for in full

 

Jurisdiction

This agreement shall be construed in accordance with the laws of England and the Courts of England and Wales shall have exclusive jurisdiction in relation to any matters arising out of this agreement (except enforcement of an order made by the Courts of England and Wales).

 

Content and Copyright

All material published shall be the copyright of the Supplier, subject to the provisions of copyright and intellectual property law, and the Supplier shall seek to secure publication rights on the most advantageous terms.

The Client shall provide on a timely basis all information reasonably required to enable the Supplier to provide the Services. The Client agrees that all such information disclosed to the Supplier is or will be true, accurate and not misleading in any material respect. The Supplier will rely on, and will not independently verify, the accuracy and completeness of any such information supplied by the Client. The Client shall be responsible for informing the Supplier of any changes to the information originally presented by it.

 

Intellectual Property Rights

Whereas the intellectual property rights in the Produced Material will vest in the Client, the copyright and all other intellectual and proprietary rights whatsoever in any tools, techniques and methodologies provided or produced by the Supplier and/or its employees or agents in connection with performance of the Services (including but not limited to the Supplier’s sourcing methodology and any other documentation referring to proprietary methods or approaches) shall be owned by and remain vested in the Supplier.

The Client undertakes to use the Produced Material solely for the purposes for which such documentation and/or material are provided to the Client.

Where the purposes for which the Produced Material is provided to the Client permit the Client to disclose or copy such documentation or material to any third party, the Client shall ensure that prior to such copying or disclosure the third party acknowledges and agrees in writing that the copyright and all other intellectual property and proprietary rights in any tools, techniques and methodologies are owned by the Supplier and that the third party shall keep such Produced Material confidential.

 

Costs and financial contributions

The Supplier undertakes to provide the service agreed in the tender document or other agreement between the parties in accordance with the costs detailed in an agreed schedule. The Supplier shall maintain internal costs at the quoted levels for the duration of this contract but reserves the right to pass on any increase in external material costs. The Supplier and the Client may vary the detailed specification by agreement in respect of any issue, should circumstances make this desirable.

 

Remuneration structure and bad debt

The total sum to be invoiced to the Client in respect of each issue of service shall be the sum outlined in the schedule, minus the gross value (inclusive of any commissions or fees) of any sponsorships which both parties agree shall be contracted by the Supplier. The Client shall pay such invoices within 30 days of the date of invoice without deduction or set-off unless previously specified in this section.

The balance owing will be invoiced by the Supplier upon delivery of service. The Supplier may at its discretion issue additional invoices for stage payments.

Any payments due from sponsors that remain outstanding 90 days after publication shall be deemed bad debts and the outstanding gross sum(s) shall be invoiced to The Client separately. As is normal practice, Gravity reserves the right to add a "mark-up" to any goods or services acquired on The Client's behalf and to any expenses incurred on the client's behalf in the lawful execution fo the contract. Such mark-up will normally be at a rate not less than 17.5 per cent of the value of such bought-in goods and services.

 

Terms

This Agreement shall commence on the Start Date and shall continue in full force and effect until the Services have been completed.

Either party may terminate this agreement by giving three months’ notice in writing.

Any amendment of this agreement shall not be effective unless agreed in writing and duly signed by the Supplier and the Customer.

If any term or provision in this agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this agreement but the validity and enforceability of the remainder of this agreement shall not be affected.

 

Terms and Conditions of Acceptance for Advertising

1) These terms and conditions apply to all publications, whether print or electronic, produced by Gravity Consulting Ltd for its clients or on its own behalf. Such publications specifically include Eastern Airways Magazine ("the Magazine"), which is published by Gravity Consulting Ltd (“The Publisher”) for Eastern Airways. These conditions apply to every order for the insertion of an advertisement in the Magazine and to the insertion of that advertisement. The placing of the order will be considered an acceptance of these conditions by the person placing the order (“The Advertiser”) and, where relevant, his/her Advertising Agency.
2) These conditions apply in place of and in preference to any conditions or terms offered or referred to by the Advertiser when placing his/her order or at any other time apart from such terms as are expressly accepted in writing by the Publisher when the order is placed.
The Publisher retains full discretion as to the contents of the Magazine and reserves the right to refuse to publish an advertisement or omit or suspend any advertisement for which an order has been accepted in every case without stating any reasons for so doing.
3) The Publisher shall not be liable for any omission or inaccuracy in published advertisements, or for the failure of any advertisement to appear, arising from any cause including negligence.
4) Orders are accepted on the understanding that the Publisher is under no obligation to fulfil any order or publish any advertisement either promptly or at all in the event that the production of distribution of the publication concerned is delayed or prevented or the size or format or area of distribution of the publication is affected by any cause whatsoever.
5) Advertisers are required by the Publisher to warrant that any advertisement submitted does not infringe any provision of law or voluntary Code of Practice recommended to the advertising profession by the Advertising Standards Authority.
6) All advertisers shall indemnify the Publisher in respect of any costs, damages, or charges incurred by the Publisher as a result of any legal proceedings or threatened legal proceedings (whether or not in respect of any negligence on the part of the Publisher) in any case arising from the publication of an advertisement in accordance with instructions supplied by the Advertiser.
7) Disk, ISDN, copy, artwork, photographic prints and other materials supplied in connection with advertisements shall be subject to the approval of the Publisher. The Advertiser is expected to insure the said materials against loss or damage arising from any cause including negligence. The Publisher reserves the right at its discretion to dispose of any materials if unclaimed within a reasonable time after the last ordered insertion.
8) All space will be charged at the appropriate rate prevailing at the time of publication and such rates may be altered at any time.
The Advertiser agrees to accept and conform with the various publication deadlines, technical requirements and limitations as contained in the current rate card, copies of which are available on application.
9) Where an advertisement is inserted giving only a box number for replies, a fee for the use of the box number will be charged. The cost of this service is available on application. The Publisher reserves the right to disclose the name and address of advertisers and/or agencies to the police, trading standards officials, or any other relevant authority and, where the Publisher in its sole discretion deems reasonable, to other third parties.
Invoices are normally raised upon publication except in the circumstance under clause 10 where credit is not given, in which case an invoice shall be raised ahead of publication, payment of which shall be required in full.
10) Where a new client wishes to advertise in Eastern Airways Magazine, the company shall carry out such credit checks as appropriate and will then make a decision as to the credit terms applying to such client. Gravity may extend credit to new clients only where the level of risk is deemed acceptable. In no circumstances will the credit extended ever exceed 30 days and the company reserves the right to levy additional charges in the form of interest and penalty fees where terms are breached.
11) The placing of and order for the insertion of an advertisement shall amount to an acceptance of the above conditions and any conflicting condition stipulated on an Agency’s order form or elsewhere by an Agency or an Advertiser shall be deemed void. Calls may be silently monitored for training purposes only.

 

Gravity Consulting Ltd competition rules

Gravity Consulting from time to time organises competitions and promotions both on behalf of clients and in its own right. These may be published in a variety of media, both printed and electronic. In such instances, Gravity acts as an enabler, bringing together one or more prize sponsors to facilitate the promotion of products and services. While Gravity shall at all times act in good faith, at no time is it acting in any capacity other than that of facilitator and at no time, therefore, can Gravity provide any guarantee of delivery by the participating sponsors of the goods or services specified in the description of the prize. Neither Gravity nor competition sponsors may be held liable in any way for any such failure to deliver prizes as specified.

Any competition organised by Gravity Consulting shall be deemed a "Gravity competition" and by entering any such competition all competiton entrants are deemed specifically to have agreed to Gravity Consulting Ltd competition rules. Specific attention is drawn to the universal limit of one entry per competition per household and contravention of this rule will normally lead to the disqualification of all entries associated with that household. Gravity rules also routinely prohibit the transfer of any prize by the selected winner to any other person, unless with (in exceptional ciricumstances) the specific consent of Gravity Consulting, acting on behalf of sponsors. Redemption dates may only be exceeded with the specific agreement of Gravity Consulting, otherwise prizes shall be forfeit.

Prizes may not be disaggregated. That is to say, where a prize contains, say accommodation, car hire and flight but the winner is unable to take advantage of the flight, for whatever reason, at the time of redemption, that flight may not then be claimed by the winner at any other time. No single prize element may be claimed by the winner for use in any context other than the redemption of the prize. There can be no cash equivalent in any circumstance.

The decision of Gravity, normally in the person of "The Editor", is always final and no correspondence shall be entered into. The names and partial addresses of all winners will normally be published in the medium in which the competition was published. Where this is not possible, for any reason, names will be published on the Gravity Consulting Ltd website. Gravity Consulting will supply the names of competition winners upon request, where such request is lodged by writing, in a letter enclosing a stamped addressed envelope, and in no other cirucmstances.

Gravity competitions are games of skill and, as such, are open to entry by anyone who wishes. Notwithstanding, all competitions are presented by Gravity with a particular audience in mind and, where – in Gravity's perception – large numbers of entries may have been artificially stimulated by other media, Gravity reserves the right to disqualify such entires in the interests of fair competition.

In all Gravity competitions, entries are not permitted from Gravity employees or close associates (including, for example, former employees), nor from employees or close associates of sponsoring companies.