1. Definitions
1.1 Advertiser /
Partner means the person, company or entity placing a display advertisement,
content marketing, sponsorship or promotional order with SoPublishing Ltd.
1.2 Publisher / SoPublishing means SoPublishing Ltd and its subsidiaries,
associates and agents – including the website https://www.soglos.com/.
1.3 Advertisement / Ad / Advertising Material means any promotional content
(text, image, video, graphic, audio or other media) supplied by or on behalf of
the Advertiser for publication by the Publisher or created by the Publisher
under instruction of the Advertiser.
1.4 Campaign Timeframe / Contract Period means the period during which the
Advertisement, sponsorship or promotion is to be delivered as stated in the
Partnership Agreement.
1.5 Partnership Agreement means the booking form, insertion order, sponsorship
agreement or email confirmation issued by the Advertiser and accepted by the
Publisher.
1.6 Fees / Costs / Investment means the agreed charges payable by the
Advertiser.
1.7 Force Majeure Event means any event beyond the reasonable control of either
party including strikes, fire, flood, pandemics, acts of terrorism or technical
failure.
1.8 Confidential Information means all non-public business, financial or
personal data disclosed in connection with the Contract.
2. Formation of
Contract
2.1 A Contract is
formed when the Advertiser digitally signs a Partnership Agreement.
2.2 All Partnership Agreements are subject to these Terms & Conditions
unless varied in writing by both parties.
2.3 The Advertiser’s standard terms (if any) do not apply.
2.4 If there is any conflict, the following order of priority applies:
(a) The Partnership Agreement
(b) These Terms & Conditions.
3. Submission and
Approval of Advertising Material
3.1 The Advertiser
must supply Advertising Material in the required format and dimensions, no
later than five working days before the Campaign Start Date, unless otherwise
agreed in writing.
3.2 Materials must comply with SoPublishing’s technical specifications and copy
guidelines.
3.3 The Advertiser warrants that all material complies with applicable law and
industry standards including the CAP Code, BCAP Code, Consumer Protection from
Unfair Trading Regulations 2008, Business Protection from Misleading Marketing
Regulations 2008, Data Protection Act 2018 and UK GDPR.
3.4 SoPublishing may reject, amend or postpone any Advertisement it reasonably
considers misleading, unlawful or inappropriate.
3.5 SoPublishing may adjust material (for example resize or crop) for technical
or aesthetic reasons without materially altering its meaning.
3.6 Any artwork or advertising copy created or reworked by SoPublishing remains
the property of SoPublishing unless otherwise agreed in writing.
3.7 SoPublishing shall not be liable for any loss, corruption or damage to
copy, artwork, photographs or other materials supplied by the Advertiser.
3.8 Exact placement or positioning is not guaranteed unless expressly agreed in
writing.
4. Licence and
Intellectual Property
4.1 The Advertiser
grants SoPublishing a non-exclusive, royalty-free licence to reproduce, display
and distribute the Advertisement as necessary for the Campaign.
4.2 The Advertiser also grants SoPublishing the right to use screenshots, logos
or representations of the Advertisement for SoPublishing’s own marketing and
promotional purposes.
4.3 The Advertiser warrants ownership or authorisation of all rights in the
Advertising Material.
4.4 The Advertiser indemnifies SoPublishing against any claim that the Advertisement
infringes intellectual property or other third-party rights.
5. Fees, VAT,
Payment and Cancellation
5.1 All Fees are
payable within 14 days of the invoice date unless otherwise agreed in writing.
5.2 All Fees are quoted exclusive of VAT, which shall be payable at the
prevailing rate.
5.3 Late payments may incur interest at 5 percentage points above the Bank of
England base rate.
5.4 If payment is not made, SoPublishing may suspend or cancel current or
future placements.
5.5 Cancellations must be received in writing no less than 15 days before the
Campaign Start Date. Cancellations made after that time may incur a charge of
up to 100 percentage of the agreed Fee, depending on production or third-party
costs.
5.6 Requests to change campaign details must be made in writing and may be
subject to additional Fees.
5.7 Fees are non-refundable unless explicitly stated in these Terms or
otherwise agreed in writing.
6. Publication and
Delivery
6.1 SoPublishing will
use reasonable efforts to publish Advertisements according to the agreed
schedule, and stated dates are target timelines only that do not create a
strict condition as to time.
6.2 SoPublishing shall not be liable for failure to publish due to Force
Majeure or technical issues beyond its control.
6.3 The Advertiser must provide all necessary cooperation and approvals on
time. Delays may result in postponed or forfeited placement.
6.4 If delivery is below the agreed level, SoPublishing will provide additional
equivalent placement as appropriate.
6.5 Usage Statistics and Reporting – SoPublishing may provide the Advertiser
with usage statistics, performance reports or analytics relating to
Advertisements or campaigns, including impressions, reach, engagement or
clicks. Such statistics are provided for reference only and may be based on
SoPublishing’s systems or third-party tracking tools. SoPublishing’s recorded
figures shall be deemed correct and conclusive for all billing and performance
purposes unless otherwise agreed in writing. SoPublishing does not guarantee
the accuracy or completeness of these figures and shall not be liable for any
reliance placed on them.
6.6 Unless otherwise agreed in writing by SoPublishing, any Advertisements not
published on the Website by the Campaign End Date shall be deemed expired and
waived by the Partner. No refund will be paid by SoPublishing for any
Advertisements not published.
6.7 In the case of awards or event partnerships, if an event, awards programme
or related activity does not go ahead for any reason (including postponement or
cancellation), SoPublishing will offer the Advertiser alternative marketing
services of equivalent value. These may include but are not limited to display
advertising, content marketing, digital promotion or other comparable
activities. No cash refund will be provided unless otherwise agreed in writing.
6.8 Reader Competitions — Where a campaign includes a reader competition, the
minimum prize value shall be £100. All competition prizes shall be provided by
the Partner unless otherwise agreed in writing. The Partner is responsible for
ensuring the prizes are available, accurately described and comply with
applicable laws and advertising standards. SoPublishing accepts no liability
for the provision, quality or fulfilment of prizes supplied by the Partner.
6.9 Geographic Targeting — Unless otherwise agreed in writing, SoPublishing
will target Advertisements primarily to IP addresses and audiences based within
the United Kingdom.
6.10 The Advertiser must check and approve proofs promptly. Failure to do so
may release SoPublishing from liability for errors.
7. Complaints and
Disputes
7.1 Any complaint or
concern regarding an Advertisement, sponsorship or service provided under the
Partnership Agreement must be raised in writing to SoPublishing within seven
days of publication or the date the issue first arose.
7.2 SoPublishing will review and respond in good faith within a reasonable
timeframe.
7.3 The existence of a complaint does not entitle the Advertiser to withhold or
delay payment of Fees.
8. Compliance and
Warranties
8.1 Both parties must
comply with all applicable laws, regulations and advertising standards.
8.2 The Advertiser warrants that all claims and representations in its material
are accurate, substantiated and not misleading.
8.3 The Advertiser confirms that it holds valid consent for any personal data
or third-party content used in the Advertisement.
8.4 The Advertiser warrants that no Advertisement or related material will be
defamatory, obscene, discriminatory or otherwise unlawful.
8.5 SoPublishing makes no warranty (express or implied) as to the results or
performance of any Advertisement.
9. Liability and
Indemnity
9.1 The Advertiser
indemnifies SoPublishing against any losses, costs or claims arising from a
breach of these Terms.
9.2 SoPublishing’s total liability shall not exceed the total Fees paid under
the relevant Contract.
9.3 SoPublishing shall not be liable for indirect or consequential losses
including loss of profit or reputation.
9.4 SoPublishing accepts no responsibility for the loss, corruption or damage
of materials, data or digital assets supplied by the Advertiser.
9.5 Nothing in these Terms limits liability for death, personal injury or
fraud.
10. Confidentiality
and Data Protection
10.1 Each party shall
keep confidential any business or personal information obtained in connection
with the Contract.
10.2 Both parties shall comply with UK GDPR and the Data Protection Act 2018.
10.3 Where the Advertiser provides data for marketing or tracking purposes, it
must ensure lawful basis, consent and disclosure to data subjects.
10.4 Each party shall return or delete confidential or personal data upon
termination unless retention is legally required.
11. Termination
11.1 Either party may
terminate if the other:
(a) Commits a material breach and fails to remedy within 14 days of notice; or
(b) Becomes insolvent, enters administration or ceases trading.
11.2 On termination, all unpaid sums become immediately due.
11.3 SoPublishing may remove or cancel any pending Advertisement upon
termination.
12. Force Majeure
12.1 Neither party
shall be liable for delay or failure caused by Force Majeure.
12.2 The affected party must notify the other promptly and resume performance
when possible.
12.3 If the event lasts more than 60 days, either party may terminate the
affected obligations by written notice.
13. Notices
13.1 All notices
relating to this Contract must be sent by email to info@sopublishing.com.
13.2 A notice is deemed delivered on the next business day after sending and
when a receipt of delivery is sent by reply, unless a bounce or non-delivery
message is received.
14. Assignment and
Third-Party Rights
14.1 The Advertiser
may not assign or transfer any rights or obligations under this Contract
without prior written consent from SoPublishing.
14.2 SoPublishing may assign or novate its rights or obligations to any
successor entity.
14.3 Nothing in these Terms confers any rights on any third party under the
Contracts (Rights of Third Parties) Act 1999.
15. Severability
and Waiver
15.1 If any clause is
invalid, the remainder shall remain enforceable.
15.2 Failure or delay to exercise a right does not waive that right.
16. Governing Law
16.1 These Terms are
governed by the laws of England and Wales.
16.2 The parties submit to the exclusive jurisdiction of the courts of England
and Wales.
16.3 The parties shall first seek to resolve any disputes through negotiation
or mediation before litigation.
17. Entire
Agreement
17.1 These Terms, together with the Partnership Agreement, form the entire agreement between the parties and supersede any prior correspondence or understandings.
