Terms for Corporate Review
These Terms must be read and agreed to prior to booking any advertising agreement with Corporate Review. A signed Agreement or confirmation of order means that these Terms have been read in full and the Advertiser agrees to be bound by these Terms.
These are the Terms under which Corporate Review will supply and sell advertising space in Corporate Review’s publications and related products and services to the Advertiser. Corporate Review’s acceptance of the Agreement is conditioned upon the Advertiser’s acceptance of these Terms and Corporate Review being satisfied in its sole and absolute discretion that the Advertiser is not a credit risk.
1. Definitions
1.1. In these terms, unless the context otherwise requires:
a) “Advertisement” means the material agreed between Corporate Review and the Advertiser to be placed in the Publication in respect of which the Fee is to be paid and may include, without limitation, loose or bound inserts, tip-ons, display advertisements, column advertisements and Advertorials whether in electronic or hard-copy form.
b) “Advertising Agreement” means the document detailing the agreement or confirmation of order signed for or on behalf of the Advertiser and accepted by Corporate Review in respect of the Advertisement, which incorporate these Terms.
c) “Advertisement Design Services” means design services provided by Corporate Review to the Advertiser which include the design and production of a print-ready advertisement. Advertisement Design Services are provided at an additional cost (“Production Charge”).
d) “Advertiser” means the legal entity as defined in the Advertising Agreement or, as applicable, the Sponsorship Agreement.
e) “Advertorials” means editorial content that falls within the definition of Advertisement.
f) “Agreement” means an Advertising Agreement or a Sponsorship Agreement.
i) “Deadline” means the deadline identified in the Agreement.
j) “Fee” means the amount entered in INR “Total (inc. VAT)” on the Advertising Agreement, including any applicable taxes, duties and levies.
k) “VAT” means value added tax
l) “Invoice Date” means the date on which Corporate Review issues an invoice in respect of the placement of the Advertisement or Sponsorship.
m) “Publication” means the publication or publications specified as in the Agreement whether published in hard-copy, in electronic form, on the internet or in any other form by Corporate Review.
n) “Publication Date” means the date on which the Publication is delivered to a point of sale, letterbox, mail centre is dispatched by email, posted online or otherwise made available (as the case may be).
o) “Rate Card” means the document prepared by Corporate Review for Advertisers that sets out the standard rates and charges that apply for booking space for Advertisements in relation to a Publication.
p) “Terms” means these terms and conditions for advertising and sponsorship with Corporate Review.
1.2. In these Terms, the singular includes the plural and vice versa. A reference to “INR” means Indian Rupees and a reference to payment means payment in US Dollars unless otherwise stated in the Advertising Agreement.
2. Availability of Terms on Website
2.1. Corporate Review will use its best endeavours to ensure that these Terms are posted at http://www.theceomagazine.com/terms or such other website as Corporate Review may notify the Advertiser of from time to time.
3. Payment Terms and Interest
3.1. Corporate Review shall place the Advertisements in the Publications, and the Advertiser shall pay Corporate Review the Fee.
3.5. The Advertiser acknowledges that Corporate Review has a right to retain the material supplied by or on behalf of the Advertiser to Corporate Review during such time as the Advertiser owes any sum to Corporate Review pursuant to the Agreement.
3.6. The Advertiser acknowledges that where materials are supplied by the Advertiser to Corporate Review without payment in full of all money payable in respect of the Advertisement, Corporate Review has a right to register and perfect a personal property security interest over those materials.
4. Provision of Credit
5. Content and Control
5.1. Corporate Review accepts no responsibility for any artwork or material provided to Corporate Review by the Advertiser (or on its behalf). Artwork or other material is provided to Corporate Review at the Advertiser’s risk and Corporate Review will not be held responsible for any legal issues arising from any artwork or material provided by the Advertiser. If artwork or advertising material is provided after any artwork due date as provided for in the Agreement or Rate Card, Corporate Review cannot guarantee that the material will be included.
5.2. In the event that the deadline for submission is not explicitly stated on the Agreement or Rate Card, it is the Advertiser’s responsibility to confirm with Corporate Review the deadline for submission of the artwork or advertising material. If the artwork or advertising material is not furnished to Corporate Review by the deadline, Corporate Review may, without notice to the Advertiser, either:
5.2.1 substitute alternate material that Corporate Review holds for the Advertiser; or 5.2.2 delete the space and charge the Advertiser for the full amount of the Fee (less any payments made by the Advertiser) for the space booked.
5.3. Corporate Review retains full editorial control of the Publications and may at any time in its absolute discretion alter the name, size and layout (but not the subject matter) of a Publication in which an Advertiser has placed an Advertisement without notice or incurring any liability whatsoever to the Advertiser. Should any changes be made by Corporate Review this will not constitute grounds for cancellation of the Agreement by the Advertiser nor will it give rise to any liability in respect of Corporate Review for any loss or damage or any claim whatsoever as a consequence of such changes. Corporate Review is not responsible for editorial content supplied by the Advertiser (or on its behalf) or by third parties. The Advertiser is liable to pay the Fee regardless of any specific editorial content published in any editorial feature.
5.4. Corporate Review may in its absolute discretion, reject or withdraw from publication any Advertisement it considers unsuitable for publication for any reason without incurring any penalty or liability. If an Advertisement is rejected or withdrawn under this clause 5.4, the Advertiser remains liable for the Fee. Corporate Review reserves the right to alter the content of an Advertisement for any reason and the Advertiser agrees that it remains liable for the Fee. Corporate Review reserves the right to change any Advertisement that it deems unsuitable for publication and the Advertiser remains liable for the Fee. If Corporate Review changes an Advertisement supplied by the Advertiser, the Advertiser will receive a proof of the revised advertisement by email from Corporate Review prior to publication.
5.5. The positioning of Advertisements will be at the sole discretion of Corporate Review unless alternative arrangements have been made in writing between the parties, including the provision or any loading paid by the Advertiser to Corporate Review. The content and control of ‘pull quotes’ that are booked to appear within editorial features are placed at the sole discretion of Corporate Review and must be no more than 40 words maximum.
5.6. Booking of advertising space is for the actual advertising space set out in the Agreement and does not include payment for any Advertisement Design Services. Advertisement Design Services are provided for an additional fee (“Production Charge”). All images, logos and other content provided by the Advertiser to Corporate Review must be supplied in a print-ready state. Any third-party costs incurred by Corporate Review will be invoiced to the Advertiser in addition to the Production Charge.
5.7. The Advertiser must not on-sell, assign, transfer or otherwise grant the use of advertising space booked or purchased by the Advertiser from Corporate Review to any third party without the prior written consent of Corporate Review. Such consent may be withheld by Corporate Review in its absolute discretion.
5.8. If Corporate Review submits editorial content to Google and Yahoo news, it takes no responsibility for that content being used by Google or Yahoo news. In the event that Google or Yahoo news choose not to use the editorial content, the Advertisers agrees to pay Corporate Review the Fee. Corporate Review cannot guarantee or quote specific readership figures.
5.9. If the Advertiser commits a breach of clause 5.6, Corporate Review may refuse to include any and all Advertisements placed in a Publication by that Advertiser pursuant to these Terms, but the Advertiser shall remain liable for the full amount of the Fee.
5.10. Corporate Review retains full editorial control of the Publications and may at any time in its absolute discretion alter the name, size and layout of a Publication in which an Advertiser has placed an Advertisement without notice or incurring any liability whatsoever to the Advertiser. Should any changes be made by Corporate Review this will not constitute grounds for cancellation of the Agreement by the Advertiser nor will it give rise to any liability in respect of Corporate Review for any loss or damage or any claim whatsoever as a consequence of such changes. Corporate Review is not responsible for editorial content supplied by the Advertiser (or on its behalf) or by third parties. The Advertiser is liable to pay the Fee regardless of any specific editorial content published in any editorial feature. Advertisements booked to appear within and/or supporting company/corporate editorial features will be published and full outstanding fees as per the agreed confirmation of order will be due as per the agreed terms and conditions regardless of whether a specific CEO, company executive, or individual from the company appears, or gives comments within, the company/corporate editorial feature. The subject will remain the company in question as specified in the ‘Description’ and ‘Section’ on the confirmation form. The Advertiser is liable for full payment regardless of the content of the company/corporate editorial feature which remains at the sole discretion of the publisher.
6. Intellectual Property
6.1. The Advertiser acknowledges that Corporate Review is the owner of the copyright in all Advertisements (including artwork) prepared by the employees, servants and/or agents of Corporate Review on behalf of the Advertiser and neither the Advertiser nor any other party is entitled to publish, reproduce or otherwise, communicate to the public or otherwise exploit the rights in the Advertisements or artwork without the prior written permission of Corporate Review.
6.2. The Advertiser unconditionally warrants to Corporate Review that any material it provides to Corporate Review in relation to any Advertisement will not infringe the intellectual property rights of any third party when published. The Advertiser continually indemnifies Corporate Review against any claim, loss, damages, costs or expenses incurred directly or indirectly by Corporate Review as a direct or indirect result of the Advertiser’s breach of this warranty.
6.3. The Advertiser shall ensure that all necessary agreements for any material it provides to Corporate Review in relation to any Advertisement and/or Sponsorship (including, if applicable, broadcasting rights relating to Sponsorship) have been concluded with authors, designers, performers and other rights holders, and the Advertiser shall bear the costs attributable thereto. The Advertiser guarantees that the Advertiser has acquired any and all rights required for Corporate Review to be able to publish and/or broadcast, as applicable, the Advertisement/Sponsorship according to this Agreement.
7. Indemnity
7.1. The Advertiser shall indemnify and keep indemnified Corporate Review from and against all claims, loss, damage and expenses whatsoever, incurred directly or indirectly by reason of any breach of the Agreement, negligence, tortious act or other wrongdoing by the Advertiser. Without limiting the foregoing, the Advertiser shall indemnify Corporate Review from and against all claims, loss, damage and expenses incurred in connection with any Advertisement that contains or refers to any material that is defamatory, breach of copyright or other intellectual property rights, offensive, amounts to unfair competition, a violation of rights of privacy, is or is likely to be misleading or deceptive or in violation of any applicable law, regulation, statute, guideline or code of ethics and any equivalent legislation or regulations as amended from time to time.
9. Distribution of Publications
9.1. The Advertiser acknowledges that Corporate Review may procure third parties to distribute its Publications or fulfil any of its obligations under the Agreement. The Advertiser acknowledges and agrees that where a Publication is distributed by a third party on behalf of Corporate Review, a written audit report from that third party confirming the extent (including the quantity and manner) of the distribution of the Publication in question shall be accepted by the Advertiser as conclusive evidence of the extent of that Publication’s distribution.
10. Limitation of Liability
10.1. The Advertiser expressly agrees that use of Corporate Review services is at the Advertiser’s risk. To the full extent permissible at law, Corporate Review’s liability for breach of any term implied into these terms by any law is excluded.
10.2. To the fullest extent permissible at law Corporate Review’s liabilities and obligations, under or pursuant to these Terms are expressly limited to the provision of space for Advertisements in its Publications. In any event, Corporate Review’s liability to the Advertiser, if any, shall not exceed the total of the amounts paid by the Advertiser to Corporate Review relating to the service or product giving rise to the liability.
10.3. While every endeavour will be made to ensure the insertion of Advertisements in accordance with the Advertiser’s instructions, to the fullest extent permissible at law no guarantee or warranty will be given or implied, nor any liability accepted for any loss or damage occasioned by any omission, mistake, error or misplacement of any Advertisement by Corporate Review and without limiting the foregoing, Corporate Review shall not be liable for any special, incidental, or consequential damages of any kind, or for loss of profits, loss of opportunity, loss of business or goodwill or interruption of business arising out of or in connection with these Terms or the Advertising Agreement however arising or wheresoever situated from any act, error or omission by Corporate Review in respect to any Advertisement placed or to be placed on the Advertiser’s behalf.
11. No Warranty as to Advertising Response
11.1. Corporate Review makes no representation or warranty, express or implied, as to the efficacy or suitability of any Advertisement placed in a Publication by or on behalf of the Advertiser, nor to the effectiveness, or outcome of, or response to such Advertisement, and the Advertiser’s liability to pay the Fee shall not be dependent in any way upon such efficacy, outcome of or response to the Advertisement.
12. General
12.1. Entire Agreement. The Agreement is the entire agreement between Corporate Review and the Advertiser in respect of its subject matter and all conditions, warranties and terms implied by custom, general law or statute that are not expressly set out in the Agreement are excluded to the maximum extent permitted by law.
12.2. Assignment. Corporate Review may assign any of its rights or obligations under the Agreement to any third party at any time without notice to the Advertiser. The Advertiser may not assign any of its obligations under the Agreement without the prior written consent of Corporate Review. The Advertiser must notify Corporate Review in writing within seven (7) days of any change of ownership of the Advertiser and fully indemnifies Corporate Review against any loss or damage suffered by Corporate Review as a result of the Advertiser’s failure to notify Corporate Review of such change.
12.3. Force Majeure. If for any reason beyond the control of Corporate Review (including without limitation as a result of fire, flood, blackout, industrial action, theft, sabotage or equipment breakdown) Corporate Review cannot complete its obligations under the Agreement, Corporate Review shall be entitled to delay performance of the Agreement or terminate the Agreement at its absolute discretion and the Advertiser shall not make any claim for loss or damages in respect of such delay or termination.
12.4. Waiver. No waiver of any right under the Agreement nor delay in enforcement or any other indulgence shall affect the rights of a party under the Agreement and all the rights and powers of that party will remain in full force and effect notwithstanding any such waiver, delay or other indulgence, unless otherwise agreed upon in writing between the parties.
12.5. Severability. If any court of competent jurisdiction determines that any provision of the Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired. The offending provision or part shall be interpreted to whatever extent possible to give effect to its stated intent.
12.6. No Merger. The obligations of the Advertiser in respect of agreements, consents, covenants and warranties contained in these Terms shall remain in full force and effect and are not extinguished upon termination of the Agreement.
12.7. No Amendment. The Agreement shall not be varied except by a document in writing signed by the parties
12.8. Governing Law and Jurisdiction. The Agreement shall be governed by and construed in accordance with the local law and the parties irrevocably agree that any dispute relating to the Agreement shall be determined and settled in the Local Court.
