Acceptance of all advertising orders by Totalprestige Magazine -and all of its versions: print, online and digital – is expressly conditioned on and subject to the following terms and conditions.
1. Publication of Advertising
1.1 Subject to these Terms, Totalprestige Magazine will use its reasonable endeavours to publish advertising (“Advertising“) in the format and in the position agreed with the Customer. “Advertising” includes images submitted for publication and content or information relating to published Advertisements.
1.2 Customer grants Totalprestige Magazine a worldwide, royalty-free, non-exclusive, irrevocable licence to publish, and to sub-licence the publication of, the Advertising in any form or medium, including print, online or other. Customer warrants that it is authorised to grant Totalprestige Magazine the licence in this clause 1.
2. Right to Refuse Advertising
2.1 Neither these Terms nor any written or verbal quotation by Totalprestige Magazine represents an agreement to publish Advertising. An agreement will only be formed between Totalprestige Magazine and Customer when Totalprestige Magazine accepts the Advertising in writing or generates an Advertising Agreement for that Advertising.
2.2 Totalprestige Magazine reserves the right to refuse or withdraw from publication any Advertising at any time without giving reasons (even if the Advertising has previously been published by Totalprestige Magazine).
3. Right to vary Format, Placement or Distribution
3.1 Totalprestige Magazine will use reasonable efforts to publish Advertising in the format and in the position requested by the Customer. However, Totalprestige Magazine reserves the right to vary the placement of Advertising within a title or website or to change the format of Advertising.
3.2 Totalprestige Magazine may distribute local editions of a title without some sections.
3.3 Except in accordance with clause 12, Totalprestige Magazine will not be liable for any loss or damage incurred by a Customer arising from Totalprestige Magazine”s failure to publish Advertising in accordance with a Customer”s request.
3.4 If Totalprestige Magazine changes the press configuration for a publication, Totalprestige Magazine reserves the right to shrink or enlarge the Advertising by up to 10% without notice to Customer or any change to rates.
4. Submission of Advertising
4.1 Customer warrants to Totalprestige Magazine that the publication of the Advertising does not breach or infringe:
(a) any copyright, trade mark, obligation of confidentiality or other personal or proprietary right;
(b) any law of defamation, obscenity or contempt of any court, tribunal or royal commission;
4.2 Customer warrants that if Advertising contains the name or photographic or pictorial representation of
any living person and/or any copy by which any living person can be identified, the Customer has obtained the authority of that person to make use of his/her name or representation or the copy.
4.3 Totalprestige Magazine will not be responsible for any loss or damage to any Advertising material left in its control.
4.4 Advertising submitted electronically must comply with Totalprestige Magazine”s specifications. Totalprestige Magazine may reject the Advertising material if it is not submitted in accordance with such specifications.
4.5 Advertising material delivered digitally must include the Totalprestige Magazine booking or material identification number.
4.6 Customer must not resell Advertising space to any third party without Totalprestige Magazine”s consent.
4.7 If Advertising promotes a competition or trade promotion, Customer warrants it has obtained all relevant permits and indemnifies Totalprestige Magazine against any loss in connection with the Advertising.
5. Classified Advertising
5.1 Totalprestige Magazine will publish classified Advertising under the classification heading it determines is most appropriate. These headings are for the convenience of readers.
6. Online Advertising
6.1 For online banner and display Advertising, Customer must submit creative materials and a clickthrough URL to Totalprestige Magazine at least 3 working days (5 working days for non-gif material) or within such other deadline advised by Totalprestige Magazine at its discretion before publication date. Totalprestige Magazine may charge Customer for online Advertising cancelled on less than 30 days notice or if creative materials are not submitted in accordance with this clause 6.1.
6.2 All online Advertising (including rich media and wallpaper ad) must comply with Totalprestige Magazine”s advertising specifications.
6.3 Totalprestige Magazine will measure online display and banner Advertising (including impressions delivered and clicks achieved) through its ad-serving systems. Results from Customer or third party ad-servers will not be accepted for the purposes of Totalprestige Magazine”s billing and assessment of Advertising.
6.4 Totalprestige Magazine is not liable for loss or damage from an internet or telecommunications failure.
6.5 Customer acknowledges that Totalprestige Magazine may at its discretion include additional features or inclusions such as third party advertisements within online classified Advertising.
7.1 Customer must promptly check proofs of Advertising (if provided to the Customer by Totalprestige Magazine) and notify Totalprestige Magazine of any errors in the proofs or in published Advertising.
7.2 Totalprestige Magazine does not accept responsibility for any errors submitted by the Customer or its agent, including errors in Advertising placed over the telephone.
7.3 Customer must send any claim for credit or republication in writing to Totalprestige Magazine no later than 7 days after the date of publication of the Advertising.
8. Advertising Rates
8.1 The Customer must pay for Advertising, unless otherwise agreed, at the casual ratecard/media kit rate. Ratecard rates may be varied at any time by Totalprestige Magazine without notice.
8.2 Eligibility for discounts or rebates will be based on the Customer advertising spend.
9. Credit and Customer Accounts
9.1 Totalprestige Magazine may grant, deny or withdraw credit to a Customer at any time in its discretion. Customer must ensure that its Customer account number is available only to those employees authorised to use it. Customer acknowledges it will be liable for all Advertising placed under Customer’s account number.
10.1 Payment must accompany all orders unless a commercial account has been established and approved. If a commercial account has been established with Totalprestige Magazine, payment must be within 10 days of invoice date.
10.2 If Customer fails to provide the copy for a booking by publication deadline, Customer will be charged unless a cancellation is approved by Totalprestige Magazine. If Totalprestige Magazine accepts Advertising after the deadline, it will be deemed out of specification. Customer has no claim against Totalprestige Magazine for credit, republication or otherremedy for out of specification Advertising.
10.3 Customer must pay the full price for Advertising even if Totalprestige Magazine varied the format or placement of the Advertising or if there is an error in the Advertising, unless the error was Totalprestige Magazines fault. Customer must pay its electronic transmission costs.
11. Failure to Pay and Other Breach
11.1 If Customer breaches these terms, fails to pay for Advertising or suffers an Insolvency Event (defined in clause 11.2), Totalprestige Magazine may (in its discretion and without limitation):
(a) cancel any provision of credit to Customer;
(b) charge interest on all overdue amounts at the rate 2% above the Base Rate;
(c) take proceedings against the Customer for any outstanding amounts;
(d) recover Totalprestige Magazine’s costs including mercantile agency and legal costs on a full indemnity basis;
(e) cease publication of further Advertising or terminate an agreement for Advertising not published;
(f) exercise any other rights at law.
11.2 A Customer suffers an “Insolvency Event” if:
(a) Customer is a natural person and commits an act of bankruptcy; or
(b) Customer is a body corporate and cannot pay its debts as and when they fall due or enters an arrangement with its creditors other than in the ordinary course of business or passes a resolution for administration, winding up or liquidation (other than for the purposes of reorganisation or reconstruction); or has a receiver, manager, liquidator or administrator appointed to any of its property or assets or has a petition presented for its winding up.
11.3 Totalprestige Magazine may withhold any discounts or rebates if Customer fails to comply with its payment obligations.
11.4 A written statement of debt signed by an authorised employee of Totalprestige Magazine is evidence of the amount owed by the Customer to Totalprestige Magazine.
12.1 The Customer acknowledges that it has not relied on any advice given or representation made by or on behalf of Totalprestige Magazine in connection with the Advertising.
12.2 Totalprestige Magazine limits its liability for breach of any Non-Excludable Condition (to the extent such liability can be limited) and for any other error in published Advertising caused by Totalprestige Magazine to the re-supply of the Advertising or payment of the cost of re-supply (at Totalprestige Magazine”s option).
12.3 Subject to clause 12.2, Totalprestige Magazine excludes all other liability to the Customer for any costs, expenses, losses and damages incurred in relation to Advertising published by Totalprestige Magazine, whether that liability arises in contract, tort (including by Totalprestige Magazine’s negligence) or under statute. Without limitation, Totalprestige Magazine will in no circumstances be liable for any indirect or consequential losses, loss of profits, loss of revenue or loss of business opportunity.
12.5 The Customer indemnifies Totalprestige Magazine and its officers, employees, contractors and agents (the “Indemnified“) against any costs, expenses, losses, damages and liability suffered or incurred by the Indemnified arising from the Customer”s breach of these Terms and any negligent or unlawful act or omission of the Customer in connection with the Advertising.
13.1 Totalprestige Magazine collects a Customer’s personal information to provide the Advertising to the Customer and for invoicing purposes. Totalprestige Magazine may disclose this personal information to its related bodies corporate, to credit reporting agencies and other third parties as part of provision of the Advertising and for overdue accounts, to debt collection agencies to recover amounts owing.
13.2 Totalprestige Magazine provides some published Advertising to third party service providers. Where such Advertising contains personal information, Customer consents to the disclosure of their personal information in the advertising to third parties and to the personal information being republished by a third party.
14.1 Each party will treat as confidential, and will procure that its advertising agents, other agents, and contractors (Agents) treat as confidential and will not disclose, unless disclosure is required by law:
(a) the terms of this Agreement (including terms relating to volumes and pricing);
(b) information generated for the performance of this Agreement, including all data relating to advertising schedules, budgets, forecasts, booked advertising, prices or volumes;
(c) any other information that ought in good faith to be treated as confidential given the circumstances of disclosure or the nature of the information;
(d) any information derived wholly or partly for any information referred to in (a) to
Each party agrees to take all reasonable precautions to prevent any unauthorised use, disclosure, publication or dissemination of the confidential information by or on behalf of itself or any third party.
15.1 These Terms, with any other written agreement, represent the entire agreement of the Customer and Totalprestige Magazine for Advertising. No purchase order or other document issued by the Customer will vary these Terms.
15.2 Totalprestige Magazine may delay a print issue release at it’s sole discretion.
15.3 Totalprestige Magazine may serve notice on Customer by post or fax to the last known address of the Customer.
15.4 These Conditions and all other terms of the Contract shall be construed in accordance with the Laws of the United States and the parties submit to the jurisdiction of the courts of Delaware.