(a) ‘Company’ means i2Media Limited;
- ‘Advertiser’ means the individual, firm, company or other party with whom the Company contracts;
- ‘Publication’ means the Company’s magazine or other publication in respect of which the Advertiser may agree to place an advertisement;
- ‘U.S. Dollar’ means the single currency according to the laws of the United States; and
- ‘these Terms and Conditions’ means the standard conditions and any other terms of sale set out or referred to in the Company’s acknowledgment of order.
1.2 The headings in these Terms and Conditions are for convenience only and are not for the purpose of interpretation.
1.3 Any reference in these Terms and Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
- If any provision of these Terms and Conditions (or of any other conditions or other terms that may be agreed in writing between the Company and the Advertiser) is or becomes illegal, void or unenforceable for any reason, the validity of the remaining provisions shall not be affected.
- Failure by the Company to enforce strict compliance with these Conditions by the Advertiser will not constitute a waiver of any of the provisions of these Terms and Conditions.
- References to paragraphs are to paragraphs of these Terms and Conditions, unless stated otherwise.
GENERAL CONTRACT TERMS
- The placing of an order with the Company shall be deemed an acceptance of these Terms and Conditions by the Advertiser.
- No order by the Advertiser in pursuance of any quotation or otherwise shall be binding on the Company unless and until such order is accepted by the Company. Any contract made between the Company and the Advertiser shall be subject to these Terms and Conditions and except as set out in these Terms and Conditions, no representative or agent of the Company has authority to agree any terms or make any representations inconsistent with them or to enter into any contract except on the basis of them. Any such term representation on contract will bind the Company only if in writing and signed by a director of the Company.
- Unless otherwise agreed in writing by the Company, these Terms and Conditions shall apply to the exclusion of any other terms and conditions stipulated or referred to by the Advertiser in his order or pre-contract negotiations or any inconsistent terms implied by law or trade custom, practice or course of dealing.
- Where the Company has not given a written acknowledgment of the Advertiser’s order, these Terms and Conditions will nonetheless apply to the contract.
- The Company reserve the right to correct any clerical or typographical error made by its employees at any time.
3.1 In relation to any advertisement, advertisement copy, or other material provided by the Advertiser to the Company (whether for publication by the Company or otherwise):
- the Advertiser shall undertake to ensure that all necessary permissions or consents (including those of third parties) are obtained in order to permit the Company to supply or manufacture goods or supply services in accordance with the relevant specification, instruction or design;
- the Advertiser shall indemnify the Company against all infringement or alleged infringement of any third party’s intellectual property rights (including, but not limited to, any trade mark, registered design right, unregistered design right or copyright) and any loss damage or expense which it may incur by reason of any such infringement or alleged infringement in any country; and
- the Advertiser shall indemnify the Company against any loss, damage or expense in respect of any liability arising in any country by reason of the Goods being made or Services carried out to such specification instruction or design (including, but not limited to, any loss, damage or expense arising as a result of any failure by the Advertiser to obtain any necessary permissions or consents pursuant to paragraph 3.1(b)).
3.2 All artwork provided by the Advertiser to the Company shall remain the property of the Advertiser and shall remain at all times at the Advertiser’s risk. The Company does not accept liability for any damage or loss whilst in its custody nor during transit.
3.3 The Advertiser is solely responsible for supplying suitable advertisement copy in the form set out in paragraph 4, including any blocks or artwork which may be required to be reproduced, appropriate to the printing process, to the Company within a reasonable time before the publication date of the relevant Publication and, in any event, prior to the copy deadline date as notified by the Company to the Advertiser from time to time in writing. In the event of the Company not receiving suitable advertisement copy by the copy deadline date it reserves the right to print either:
(a) the name, address, e-mail, telephone/fax number and basic business category details of the Advertiser if supplied; or
(b) a previous advertisement printed on behalf of the Advertiser by the Publisher;
and in either case:
(i) the Company shall not be responsible for any error or omission arising therefrom; and
(ii) the Advertiser shall remain liable to pay for such advertisements.
3.4 The Company may at any time and without incurring any liability to the Advertiser:
(a) add to, delete or otherwise amend advertising copy which the Company deems to be inappropriate (with regard to the nature of the Publication) including, without prejudice to the generality of the foregoing, any advertising copy which is blasphemous, libelous, obtained directly or indirectly in breach of confidence or otherwise objectionable, provided that the Advertiser shall remain liable to pay for such advertisements;
(b) decline to publish any advertisements, without giving any reason to do so provided that the Advertiser shall not be liable to pay for the advertisements declined by Publisher under this paragraph; or
(c) restrict repeat publications of the same advertisement.
4.1 All data shall be in a form compatible with Indesign CS3, , Illustrator or Photoshop (or such other software packages as the Company may notify to the Advertiser in writing from time to time).
4.2 The Advertiser shall supply, in relation to any advertisement:
(a) all graphic files (in 300dpi, CMYK color format);
(b) all fonts used; and
(c) such other data as the Company may reasonably require/request in writing from time to time.
4.3 Data shall be supplied to the Company in one or more of the following formats: Hi resolution PDF files or Hi resolution JPG files with crop marks. In any event, the Advertiser’s name should be quoted (for identification purposes).
PUBLICATION AND PLACEMENT
5.1 The Company reserves the right:
(a) to include an index to the advertisement in the publication and shall not be responsible to the Advertiser for any error or omission there from; and
- to position the advertisement within the Publication at its discretion, notwithstanding any preferred position requested by the Advertiser.
- Without prejudice to the provisions of paragraph 9, the Company does not accept liability any losses arising as a result of any for delay in publication of the relevant Publication.
QUOTATIONS AND PRICES
- If the contract price is specified or payable in U.S. Dollars or in a currency other than U.S. Dollars(‘the Payment Currency’), the Company shall be entitled to increase the contract price to take into account any change in the exchange rates between U.S. Dollars and the Payment Currency (as evidenced by the exchange rates quoted by xe.com/currency converter) which is to the detriment of the Company and which occurs between the acceptance of the order and the actual payment of the contract price.
- All prices are quoted exclusive of VAT and the Advertiser shall pay any and all taxes, duties and other governmental charges payable in respect of the goods.
- For the purposes of this paragraph the ‘relevant date’ shall mean the date on which
(i) the invoice is dated; or
- the date of publication of the Publication in which an advertisement is placed by the Advertiser;
whichever shall first occur.
- Unless otherwise specified in writing by the Company, payment shall be made by the Advertiser net cash in U.S. Dollars not later than 28 days after the relevant date.
7.3 Time for payment shall be of the essence of the contract. Without prejudice to any other rights it may have, all overdue accounts shall be charged interest at the rate of 1.5% per month and the full purchase price of the goods shall include all interest payable hereunder on any overdue account.
FAILURE TO PAY, CANCELLATION OR DEFERMENT
- If there shall be an Intervening Event, as defined herein, the Company may within a reasonable time thereafter, defer or cancel any further deliveries or services, stop any goods in transit and treat the contract of which these Terms and Conditions form part as determined but without prejudice to its rights to the full purchase price for goods delivered and damages for any loss suffered in consequence of such determination.
- For the purposes of this paragraph 8 ‘an Intervening Event” shall be any of the following:
- failure by the Advertiser to make any payment when it becomes due;
- breach by the Advertiser of any of the terms or conditions of the contract;
- the Advertiser’s proposal for or entry into any composition or arrangement with creditors;
- the presentation against the Advertiser of any petition for a bankruptcy order, administration order, winding-up order or similar process;
- the appointment of an administrative receiver or receiver in respect of the business of any part of the assets of the Advertiser; and
- the Company forming the reasonable opinion that the Advertiser has become or is likely in the immediate future to become unable to pay his, her or its debts.
8.3 Cancellation requests by the Advertiser may be granted at the discretion of the Company subject to the following conditions:
(a) Notice of not less than three (3) issues shall be provided by Advertiser to the Company for any request to be considered by the Company; and
(b) Any and all costs and/or expenses incurred by the Company up to the date of cancellation and all loss or damage resulting to the Company by reason of such cancellation shall be paid by the Advertiser to the Company on demand.
Acceptance of such cancellation will only be binding on the Company if in writing and signed by a director of the Company.
8.4 Any costs incurred by the Company due to suspension or deferment of any order by the Advertiser or in the event that the Advertiser defaults in collecting, or giving instructions for the delivery of, any goods of the performance of any services shall be payable by the Advertiser on demand.
8.5 In the event the Advertiser’s account is referred to a third party for collection, the Advertiser agrees to pay all collection and/or attorney fees, as well as all court costs incurred to effect collection of the amounts due from the Advertiser.
- For the purpose of this paragraph “force majeure” shall mean any circumstances beyond the reasonable control of the Company including (but without prejudice to the generality of the foregoing):
(a) Acts of God, riots, civil commotion, national or international emergencies, strikes, lock out, work to rule, overtime bans or other labor disputes.
(b) destruction or damage due to natural causes, floods, fire, explosions, breakdown of machinery, sabotage or embargo.
(c) any order of a local, national, or international authority.
(d) shortage of labor, equipment, materials or supplies.
- The Company shall not be held liable or deemed to be in breach of any contract by reason of any delay or failure to perform its obligations hereunder to the extent that the same has been caused or fulfillment of its obligations to the Advertiser have been prevented hindered or delayed by force majeure.
- If the Company is prevented from preparing and/or delivering the Goods or performing part of Services by reason of force majeure the Company may, at its option, prepare and/or deliver or perform and the Advertiser shall take and pay for such part of the Goods or Services as the Company shall be able to delivery or perform in accordance with the Contract.
LAW AND JURISDICTION
10.1 The Publisher and the Advertiser agree that the laws of the United States of America shall govern all of the rights and duties of the parties arising from or relating in any way to the formation or subject matter of the contract and these Terms and Conditions.
10.2 The Advertiser agrees that in the event of any dispute arising out or involving the contract, these Terms and Conditions and/or the performance thereof, he will submit to the jurisdiction of the courts of the United States of America.