1. DEFINITIONS1.1 In these Partnership Terms and Conditions, the following expressions shall, unless the context otherwise requires, have the following meanings:"Advertisement" means material (including display advertising, content marketing and awards partnership logo branding) that the Partner requests to be inserted on a page of the Website;
"Partner" means the advertiser of the product or service referred to in the Advertisement and/or the person placing the order for the insertion of the Advertisement with SoGlos (whether it be the Partner or the Partner's advertising agency or media buyer or other third party);
"Partnership agreement" means the Partnership agreement submitted by the Partner to SoPublishing, for an Advertisement to be placed on the Website;
"Campaign Start Date" means the earliest date for publication of the Advertisement (as detailed in the Partnership agreement via the 'Proposal timeframe' or 'Campaign timeline');
"Campaign End Date" means the latest date for publication of the Advertisement (as detailed in the Partnership agreement via the 'Proposal timeframe' or 'Campaign timeline');
"Total payable" or "Fee" means the sum set out as being payable by the Partner in the Partnership agreement;
"SoGlos" means SoPublishing Ltd, 9 Imperial Square, Cheltenham, Gloucestershire, GL50 1QB;
"Terms" means these Partnership Terms and Conditions;
"Website" means the website http://www.soglos.com.
1.2 Words in the singular include the plural and in the plural include the singular. Headings do not affect the interpretation of these Terms.
2. APPLICATION OF TERMS
2.1 The contract between the Partner and SoPublishing shall be on these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Partner purports to apply under any purchase order, confirmation of order, specification or other document). These Terms apply to all SoPublishing's agreements in respect of the placing of Advertisement on the Website. Any variation to these Terms shall have no effect unless expressly agreed in writing and signed by a representative of SoPublishing.
2.2 No contract shall subsist between the Partner and SoPublishing until the signed Partnership agreement is received by SoPublishing from the Partner or (if earlier) SoPublishing publishes the Advertisement on the Website.
3. PAYMENT
3.1 The Partner shall pay SoPublishing the Total payable by the due date stated on SoPublishing’s invoice (i.e. within 14 days of the invoice date), failing which SoPublishing reserves the right to withdraw the Advertisement from the Website until payment is received.
3.2 If the Partner fails to pay any amount due to SoPublishing by the due date for payment then SoPublishing reserves the right to levy a charge of 5% per month on outstanding Fees and/or to recoup any costs incurred through late settlement.
3.3 For the avoidance of doubt, VAT (if applicable) shall be payable on any sums due to SoPublishing pursuant to these Terms.
4. GRANT OF LICENCE
The Partner hereby grants to SoPublishing a worldwide licence to: (i) reproduce, display and transmit the Advertisement in electronic form on the Website and to permit users of the Website to access the Advertisement and (ii) use screen grabs of the Advertisement in order to enable SoPublishing to market and advertise itself and the services which it provides.
5. DEADLINE FOR SUBMISSION OF ARTWORK AND/OR COPY
The Advertisement and all artwork and copy must be received by SoPublishing by email no less than five working days prior to the Campaign Start Date and must comply with the Technical Specifications. It is the responsibility of the Partner to check the correctness of the Advertisement and SoPublishing accepts no liability for any error in an Advertisement.
6. REJECTION, CANCELLATION, CHANGES, EXPIRY
6.1 SoPublishing shall not be bound by any notification of cancellation of the Advertisement unless it is in writing and received by SoPublishing at least 15 days prior to the Campaign Start Date.
6.2 SoPublishing may, in its sole discretion, accept a written notice of change to the Advertisement or positioning of the Advertisement from that detailed in the Partnership agreement ("Campaign Change") received less than 15 days prior to the Campaign Start Date, subject always to Clause 5 above. In such event, SoPublishing and the Partner shall agree a revised Fee.
6.3 SoPublishing may, in its sole discretion, accept a Campaign Change after the Campaign Start Date. In such event, SoPublishing and the Partner shall agree a revised Fee and SoPublishing shall invoice the Partner for the campaign duration prior to the effective date of any Campaign Change.
6.4 SoPublishing may in its sole discretion decline to publish or remove the Advertisement from the Website or require the Advertisement to be amended at any time.
6.4 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.
7. USAGE STATISTICS
7.1 Notwithstanding the provisions of the Partnership agreement, the Partner acknowledges that SoPublishing has not made any guarantees with respect to usage statistics, which include, without limitation, levels of impressions or click-through-rates for any Advertisement or for any position specified for each Advertisement.
7.2 SoPublishing may provide the Partner with estimated usage statistics only as a courtesy to the Partner and SoPublishing will not be held liable for any claims relating to any usage statistics however supplied.
7.3 Except as set out in Clause 7.4, usage statistics as recorded by SoPublishing shall be deemed to be the correct figure.
7.4 If any Advertisement is served or delivered to the Website by a rich media vendor, usage statistics recorded by such rich media vendor shall be deemed to be the correct figure.
7.5 Unless otherwise agreed in writing by SoPublishing , SoPublishing agrees to target the Advertisement to IP addresses based in the United Kingdom.
8. PARTNER'S WARRANTIES
The Partner warrants that:
(a) the Partner contracts with SoPublishing as a principal notwithstanding that the Partner may be acting as an agent;
(b) the publication of the Advertisement by SoPublishing as originally submitted or as amended pursuant to Clause 6 will comply with the Technical Specifications;
(c) the Advertisement will comply with all applicable laws and regulations and industry codes of practice and will not contain any material which is defamatory or obscene and will not breach any contract or violate or infringe any copyright, trade mark or other rights of any third party and the Advertisement and any linked website/area/information will not render SoPublishing liable to any proceedings in respect of the same;
(d) the Advertisement will not contain any virus, worm or Trojan horse;
(e) in respect of any Advertisement submitted for publication which contains the name and pictorial representation of any living person, the Partner has obtained the authority of such person to make use of such name, representation and/or copy;
(f) in relation to any investment Advertisement, the Partner is, or the contents of the Advertisement have been approved by, an authorised person within the meaning of the Financial Services and Markets Act 2000 (or any act replacing such Act) or the Advertisement is otherwise permitted under the Act or any law or regulation which supplements or replaces that Act;
(g) where the Partner is an advertising agency or media buyer, that it is authorised to place the Advertisement; and
(h) all information submitted by the Partner to SoPublishing is true and accurate.
9. COMPLAINTS
No complaint, claim or query by the Partner (whether in relation to the Advertisement, an invoice or otherwise) shall affect the liability of the Partner to pay the Fee in accordance with Clause 3.1.
10. LIABILITY OF SOPUBLISHING
10.1 SoPublishing shall not be liable for any indirect or consequential loss or for any loss of profits, business, goodwill, anticipated savings, information or data or business interruptions whether arising out of negligence, breach of contract or otherwise and whether or not SoPublishing was advised of the possibility of such loss by the Partner or any third party.
10.2 SoPublishing shall not be liable for any loss of copy, artwork, photographs or other materials.
10.3 Subject to Clause 10.4, in no circumstances shall the total liability of SoPublishing exceed the Fee for the Advertisement in question.
10.4 Nothing in these Terms shall exclude or limit liability for death or personal injury resulting from negligence of SoPublishing or any other liability that cannot by law be excluded or limited.
11. PARTNER'S INDEMNITY
The Partner shall indemnify SoPublishing and keep it indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or reasonably foreseeably as a result of any breach or non-performance of any of the Partner's representations, warranties or obligations herein contained or implied by law.
12. GENERAL
12.1 The copyright in all artwork, copy and other material which SoPublishing or its employees or contractors has originated or reworked shall vest in SoPublishing.
12.2 No waiver by SoPublishing shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given.
12.3 The parties may not assign or transfer or sell any of the rights granted hereunder.
12.4 A person who is not a party to the contract between the Partner and SoPublishing has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms but this Clause 12.4 does not affect a right or remedy of a third party which exists or is available apart from that Act.
12.5 These Terms and any contracts made hereunder shall be construed and governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
13. READER COMPETITIONS
The minimum prize value for reader competitions is £100, and competition prizes will be provided by the Partner.
