1.1 These standard terms and conditions (the “Terms”) constitute a binding agreement (the “Agreement”) between World Biz Magazine and/or its media properties and platforms (collectively, “World Biz Magazine”) and the person or entity contracting for the purchase of advertising, sponsorship services, or other services, whether as principal (“Advertiser”) or as agent (“Agency”).”
1.2 If Agency enters into this Agreement on behalf of Advertiser, Agency and Advertiser acknowledge that Agency is the duly appointed and authorized agent of Advertiser for all purposes related to this Agreement, and that Agency and Advertiser shall be jointly and severally liable and responsible for all obligations under this Agreement, including, without limitation, payment obligations.
2.1 Subject to subsection 2.2, the following payment terms shall apply:
A. Purchaser shall pre-pay for its advertising purchase upon presentation of the payment invoice. Payments in full are due within 14 days of delivery of each applicable invoice. Unless otherwise specified in a particular Order, fees set out in each Order do not include taxes.
B. Purchaser shall notify World Biz Magazine in writing of any discrepancies in invoicing within 5 days of receipt of the invoice, failing which Purchaser shall be deemed to have approved the invoice.
C. World Biz Magazine reserves the right to impose a late payment charge of 20% per month, calculated and compounded monthly on the delinquent amount from the date of first invoice until the date World Biz Magazine receives such amount in full.
D. Neither Advertiser nor Agency shall set-off or deduct amounts from payments owing to World Biz Magazine as set out in the invoices except with the prior written consent of World Biz Magazine.
2.2 Where the financial terms of a Campaign include contra, this subsection 2.2 shall apply:
A. Purchaser shall provide World Biz Magazine with Purchaser’s goods and/or services detailed in the Order(s) and, in exchange, World Biz Magazine shall provide Purchaser with the advertising services detailed in the Order(s). All contra is based on availability.
B. Each party hereby confirms that the goods and/or services exchanged for advertising constitute a barter transaction for tax purposes and that the value of such barter for tax purposes is based on the amounts set out in the Order(s). For each Campaign, each party hereby agrees to issue an invoice to the other party, which shall set forth the total amount of the applicable taxes payable in connection with the barter transaction and which shall be due and payable on the date of invoice in respect of the Order. The parties further agree that if, and to the extent that, the amount of taxes charged by the parties does not net zero, the party charging the greater amount of taxes shall collect from the other party the amount of any such difference.
C. Each party shall be responsible for properly accounting and remitting to the applicable taxing authority any and all applicable taxes properly payable in connection with the provision of such party’s respective supplies.
2.3 World Biz Magazine shall not be responsible for the payment of commissions to Agency (if any). Any references to an agency commission on invoices from World Biz Magazine are discounts provided to Agency and shall not be construed as a commission payable by World Biz Magazine to Agency in any manner.
2.4 Unless otherwise indicated on a particular Order, all currency amounts shown hereunder and in any Order are stated and payable in UNITED KINGDOM CURRENCY: GREAT BRITISH POUNDS STERLING.
3. Termination and Cancellation
3.1 Either party may terminate this Agreement or any Order if the other party subject to the following conditions.
3.2 World Biz Magazine may terminate this Agreement or any Order if World Biz Magazine, acting reasonably, believes that either Advertiser or Agency is unable to meet its financial obligations as they become due.
3.3 If World Biz Magazine terminates this Agreement or any Order for any of the reasons set forth in subsections 3.1 and 3.2 of these Terms, World Biz Magazine shall be entitled to recover as liquidated damages all out-of-pocket costs, including any non-cancellable production costs, as well as all amounts due and to become due under this Agreement or such Order, and such amounts shall be immediately due and payable.
3.4. If Advertiser or Agency terminates this Agreement, then this must be solely applicable if accepted by World Biz Magazine. A cancellation fee of 50% of the total invoice amount will be applied in such instances.
4. Disruption, Pre-emption and Substitution
4.1 World Biz Magazine shall not be liable (directly or indirectly) for any damages, losses, costs or expenses suffered by Purchaser as a result of disruption, substitution, cancellation or pre-emption of any Campaign element, including, without limitation, a program or event, or interruption, postponement or inability or omission to publish, display or exhibit any Campaign element by reason of any event reasonably beyond the control of the parties (each, an “Event of Force Majeure”), including, without limitation:
(a) technical or mechanical difficulties, public emergency or necessity, legal restriction, strike or labour action, terrorism, dispute with exhibit distributor or program supplier;
(b) failure of any third party transmission;
(c) laws, regulations, directions, orders or other requirements of any federal, provincial, municipal authority or any applicable regulatory bodies, including, without limitation;
(d) required modification to the advertising or other creative materials (as determined in the sole discretion of World Biz Magazine) as a result of public interest or compliance with any law, by-law, directive or other restriction on World Biz Magazine;
(e) pre-emption of any advertising or content in order to exhibit content of public significance or in the public interest;
(f) if World Biz Magazine is unable to obtain the approval rights of a third party where such third party is reasonably required to provide its approval (e.g. a third party producer or licensor) and/or in the event such third party maintains the right to revoke its approval and elects to revoke any such approval in its sole discretion; or
(g) in the case of an Order that is tied directly to Purchaser’s purchase of media assets and/or sponsorship rights.
4.2 If non-performance under this Agreement is due to any Event of Force Majeure, then (a) explicitly excepting any obligation to pay amounts due hereunder, neither party shall be liable to the other for any damages caused by such non-performance for so long as such Event of Force Majeure exists; (b) the terms of this Agreement shall remain effective; and (c) the terms of this Agreement shall be revised, mutatis mutandis. For certainty, any inability to perform services due to an Event of Force Majeure shall not be considered a material breach of this Agreement by World Biz Magazine.
5. Approvals and Creative
5.1 Materials produced by World Biz Magazine under any Order (collectively, the “World Biz Magazine Material”) shall be the property of World Biz Magazine, subject to Purchaser’s ownership of any materials containing claims, statements, or representations with regard to any identified or product(s) or service(s), (e.g. script, video, audio, copy) and Purchaser’s trade names, trademarks, logos, marks and other business identifiers (collectively, the “Purchaser Material”), as may be supplied by Purchaser to World Biz Magazine for use in connection with a particular Order. Purchaser acknowledges and agrees that the ownership of the World Biz Magazine Material remains with World Biz Magazine, and Purchaser shall not use the World Biz Magazine Material on any other platform, including on Purchaser’s own platforms, except if otherwise expressly permitted by an Order or with the written consent of a World Biz Magazine Senior Director or Vice-President.
5.2 The form and content of all Campaign material and use of Purchaser Material must be approved and accepted by both World Biz Magazine and Purchaser. Purchaser shall provide World Biz Magazine with any comments and/or requested changes respecting such material in writing within three (3) business days of receipt of such material (or such other time period specified by World Biz Magazine). If no requested changes are received within such time period, the Campaign material shall be deemed to have been approved by Purchaser. If requested changes are received within such time period, World Biz Magazine shall make one rounds of changes in respect of print and digital advertising material. If more than one round of changes are required then additional fees may apply.
5.3 World Biz Magazine is expressly authorized to reject any Purchaser Material or Campaign material in its absolute discretion, including if World Biz Magazine determines that any such material may infringe: (a) the rights of any party; (b) any applicable federal, provincial and local laws and regulations (collectively, “Applicable Laws”); (c) any World Biz Magazine policy and/or standards (technical or otherwise) as provided by World Biz Magazine; or (d) any rules imposed by underlying rights holders, including, without limitation, Google, Facebook, PR suppliers and other 3rd party partners.
5.4 If any Purchaser Material is rejected by World Biz Magazine, World Biz Magazine shall notify Purchaser of the reason for rejection, and unless Purchaser furnishes satisfactory material at least 72 hours prior to production material deadline, or notifies World Biz Magazine that such material will be available by at least 48 hours prior to production material deadline, World Biz Magazine shall have the right to supply substitute material or, in the case of announcements, to exhibit non-commercial material.
5.4 Purchaser acknowledges that it shall not include in the Purchaser Material any products or services that violate any of the categories sold by World Biz Magazine on an exclusive basis, as may be advised by World Biz Magazine from time to time.
5.5 In World Biz Magazine sole discretion, the word “Advertisement” (or such similar term or phrase, including the word “paid”) may be placed above copy or before or after an advertisement which World Biz Magazine determines resembles World Biz Magazine’ editorial material or that is not immediately identifiable as an advertisement.
5.6 In the case of magazine advertising, World Biz Magazine shall not be responsible for colour or colour trapping or advertising copy that does not conform to digital standards.
5.7 Purchaser grants World Biz Magazine a limited, non-exclusive, license to use, promote and otherwise exploit the Purchaser Material in accordance with this Agreement. Purchaser Material may, in World Biz Magazine’ discretion, be exhibited or archived by World Biz Magazine or by anyone contracted to by World Biz Magazine.
8.1 World Biz Magazine’s liability under this Agreement, including in the event of Force Majeure, shall be limited solely, at World Biz Magazine’s option, to:
(i) reimbursement as liquidated damages of any amounts prepaid by Purchaser for advertising time/space not yet exhibited or published by World Biz Magazine;
(ii) the provision to Purchaser as liquidated damages of a reasonable make-good; or (iii) a reasonable reduction to future invoice(s) for advertising time/space not yet exhibited or published by World Biz Magazine.
8.2 In no event shall World Biz Magazine be liable for any consequential, incidental, indirect, special or punitive damages, whether arising in tort, contract or otherwise.
8.3 World Biz Magazine shall not be responsible for errors or omissions in any Purchaser Material, including errors in key numbers, or for any changes made to any Campaign material after the applicable closing date.
8.4 World Biz Magazine shall be under no liability for the failure, for any reason, to publish or otherwise exhibit any Campaign elements in accordance with the terms of this Agreement.
8.5 World Biz Magazine’s liability hereunder shall in all cases be limited to amounts paid by Purchaser pursuant to the applicable Order.
8.6 World Biz Magazine shall exercise normal precautions but assumes no liability for loss of, or damage to, material or other property furnished by Purchaser, including, without limitation, the Purchaser Material.
9.1 Purchaser shall defend, indemnify and hold harmless World Biz Magazine and its employees, officers, directors, shareholders, agents and representatives, and to the extent any third party inventory is included in this Agreement and any Orders, the third party owner or operator of such inventory, from and against all allegations, threats, claims, suits, demands, actions and other proceedings, including, but not limited to, all legal fees and costs, related to or arising out of:
(a) any breach by Purchaser of these Terms;
(b) any damages and costs incurred by World Biz Magazine as a result of Purchaser’s non-compliance with Applicable Laws, including, without limitation;
c) any statements and/or claims made in any advertising approved by Purchaser concerning (i) Purchaser’s products, services, or business or (ii) the products, services, or business of any of Purchaser’s competitors; or
(d) World Biz Magazine’s use of any Purchaser Material or Vouchers in accordance with these Terms.
10.1 This Agreement and all Orders made pursuant to it are subject to all terms of licenses held by the parties hereto, all Applicable Laws, all regulations of the English Law in force from time to time, and all other laws or regulations of other industry bodies with competent jurisdiction in relation to exhibiters and advertisers, applicable now or in the future.
10.2 This Agreement shall be governed by and interpreted in accordance with the exclusive laws of England and applicable therein. Any proceeding relating to the subject matter of this agreement shall be within the exclusive jurisdiction of the courts of England.
10.3 This Agreement, together with any rights under it, may not be assigned or transferred by Purchaser without the prior written consent of World Biz Magazine; nor may World Biz Magazine be required to exhibit any advertising other than that identified on any particular Order. Any request for assignment by Advertiser must be accompanied with reasonably detailed terms of the proposed assignment and such financial information pertaining to the proposed assignee as World Biz Magazine may request. Any purported assignment, sale, or transfer by Advertiser in contravention of this subsection shall be null and void. Nothing herein shall restrict World Biz Magazine’ right to assign this Agreement.
10.4 Each party will maintain the confidentiality of the other party’s confidential information and shall not divulge or announce the other party’s confidential information without prior written consent, unless such information (a) becomes known to the general public without fault or breach on the part of the receiving party; (b) is received by the receiving party from a third party without breach of a non-disclosure obligation and without restriction on disclosure; (c) is information that the receiving party can show with documentary evidence was in its possession prior to disclosure by the disclosing party; (d) is independently developed by the receiving party’s personnel having no access to similar confidential information obtained from the disclosing party; or (e) is required to be disclosed by applicable law or court order. A party required by law to disclose or transfer the other party’s confidential information will notify the other party to allow it to seek available relief to prevent disclosure prior to complying with any such requirement. Both parties undertake to only disclose the minimum information necessary where such legally required disclosure cannot be prevented. Notwithstanding the foregoing, either party may divulge the other party’s confidential information to those individuals having a need to know if retained by a party to perform such party’s obligations under this Agreement, provided that such individuals are bound by confidentiality provisions no less strict than those in this Agreement.
10.5 Failure of World Biz Magazine or Purchaser to enforce any of the Terms in the event of breach shall not be construed as a general relinquishment or waiver as to that provision.
10.6 Unless otherwise stated herein, all notices provided hereunder shall be in writing and shall be given by CONTACT HERE or addressed to World Biz Magazine (Your Account Manager), Agency or Advertiser, at the addresses contained on the applicable Order. Any such notice if mailed shall be deemed to have been received upon the expiration of 48 hours after the same was posted, and if faxed or delivered, shall be deemed to have been received on the day on which it was faxed or delivered.
10.7 In the event of a conflict between these Terms and the provisions of an Order, the provisions of the Order shall prevail.
10.8 Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction and appropriate amendments shall be made to this Agreement to put the party who is disadvantaged by such invalidity or unenforceability in the same financial position as if no provision hereof were invalid or unenforceable. The parties shall immediately negotiate in good faith a replacement for any such provision in order to preserve the interests of the parties to the extent permitted by law.
10.9 This Agreement, including the documents referenced herein (including the Order(s)), constitutes the entire agreement between the parties relating to the subject matter hereof, and no changes or modifications of any of its terms or provisions shall be effective unless made in writing, signed by the parties and incorporated into this Agreement; provided, however, that World Biz Magazine reserves the right to unilaterally revise these Terms from time to time. World Biz Magazine will post any updated Terms on www.worldbizmagazine.com , Purchaser shall be responsible for periodically reviewing that website for notice of any changes to these Terms. Purchaser’s continued purchase of Campaigns or Campaign elements subsequent to any revision to these Terms shall constitute Purchaser’s agreement and acceptance of such revised Terms.
10.10 If Agency is entering into this Agreement on behalf of Advertiser, Agency confirms that Advertiser has been provided a copy of these Terms and the Order(s) and that it is authorized to bind Advertiser to this Agreement.
10.11 Unless Purchaser provides World Biz Magazine with an objection in writing within five (5) business days of receipt of the Order(s) from World Biz Magazine, Purchaser shall be deemed to have accepted the terms regardless of whether Purchaser provides World Biz Magazine with a signed copy of the Order(s).
10.12 The representations, warranties, terms, conditions, indemnities, and liabilities set forth herein shall survive termination or expiry of this Agreement.
10.13 This Agreement has been drawn up in the English language and further amendment and/ or interpretations will be in the English language for the purposes of clarity for all parties.