TERMS & CONDITIONS OF BIZNEWS.com’s ONLINE MARKETING AGREEMENT
These Terms are the contract:
BETWEEN:
(i) the party to the applicable insertion order (“IO”) (whether principal or agent)(“Advertiser”); and
(ii) Aurelius Media (Pty) Ltd t/a BizNews.com, registration number 2013/115176/07 (“BizNews.com”)
ABOUT: the rendering of advertisements (“the Ads”) on participating websites (each “a
Website”) (“the Ad Rendering”).
1) The T&C’s shall be read with the IO. If there is a conflict, the IO shall take precedence.
2) Each IO shall be in the form required by BizNews.com.
3) The IO shall specify the details of the Ads to be rendered and of the Website(s) (“the
Deliverables”), the applicable commercial terms, details of any third party ad server (“3rd Party
Ad Server”) and any special conditions.
4) No IO shall bind BizNews.com unless accepted by it. BizNews.com shall endeavour to accept the
IO within 2 business days of receipt. Acceptance shall either be written or by the first Ad
impression delivered by BizNews.com pursuant to the IO.
5) Revisions to an IO shall not be binding unless signed by both parties.
6) BizNews.com may deviate from an IO if agreed to by Advertiser or where BizNews.com is acting
in a manner it reasonably considers to be in the interests of Advertiser.
7) BizNews.com shall endeavour to provide Advertiser 10 business days notice if BizNews.com
becomes aware of any material changes to the Website that may potentially materially change the
target audience or significantly affect the size or placement of an Ad (“Website Modification” ).
8.) If BizNews.com gives Website Modification notice or if no Website Modification notice is given but
facts exist that reasonably entitle Advertiser to such a notice, then Advertiser, as its sole remedy,
may cancel the then remainder of the IO without penalty provided it gives written notice to
BizNews.com within 10 days of either the notice or it becoming aware of the relevant facts.
9) Notwithstanding Website Modification, Advertiser may not be entitled to cancel where the Ads
concerned are to be rendered earlier than 10 days from the date of the acceptance of the relevant
IO.
10) Within two business days of acceptance of an IO, BizNews.com shall provide to Advertiser final
technical specifications for the Ads. If those specifications change after that period then Advertiser
may suspend the start date of the Ads by a reasonable period to allow it to (i) provide a revised
Ad; (ii) request that BizNews.com resize the Ad at BizNews.com’s cost; (iii) agree to a comparable
replacement in good faith; or (iv) failing (iii) within 5 business days, cancel the then remainder of
the IO without penalty.
11) Advertiser shall pay to BizNews.com the amount stated on the IO (plus VAT thereon) for the Ad
Rendering within 30 days of invoice unless otherwise provided for in the IO. Such amount will be
based on the campaign dates as stated on the IO and will not be pro-rata on a per impression delivered basis.
12) Should Advertiser fail to pay any amount by its due date or otherwise breach any obligation it
owes to BizNews.com, BizNews.com may (as one of its remedies) suspend the Ad Rendering.
13) Interest at the prime interest rate charged by ABSA Bank Ltd shall accrue on all overdue amounts
from the due date until date of payment.
14) A certificate by any director of BizNews.com, whose appointment authority need not be proved,
shall be prima facie proof of the amount of Advertiser’s indebtedness to BizNews.com for
purposes of obtaining summary judgment or provisional sentence.
15) In the event of BizNews.com instructing its attorneys to recover monies from Advertiser,
Advertiser shall be liable for and shall pay all legal costs incurred by BizNews.com on an
attorney/client scale, inclusive of collection commission.
16) Advertiser agrees that, whilst BizNews.com uses reasonable efforts to prevent click fraud,
Advertiser shall have no claim of any nature whatsoever against BizNews.com in the event of any
click fraud arising in respect of the Ads.
17) Where Advertiser is represented by an agent or is located outside of South Africa, BizNews.com
may require Advertiser to confirm that agent’s representative capacity and may impose further
conditions to BizNews.com’s acceptance of the IO, including advance payment.
18) An agent, by signing an IO, agrees (in its own capacity and not as representative of its principal)
to indemnify BizNews.com from any and all losses incurred as a result of Advertiser’s breach of
any obligations to BizNews.com.
19) BizNews.com shall provide Advertiser with such reports as Advertiser may reasonably require
from time to time.
20) Cancellations:
a) Advertiser may cancel any IO, without penalty, if notice is given to BizNews.com more than 30
days prior to the rendering of the first Ad contemplated in the IO.
b) If a shorter cancellation notice is given then Advertiser is liable to BizNews.com for 50% of the campaign billing value as per the IO.
21) Campaign postponements:
a) Where it is able to accommodate postponement requests, received from the Advertiser in
writing and that explicitly state postponement dates, BizNews.com shall endeavour to execute
such postponement in accordance with the request received.
b) Any postponement shall be subject to inventory availability within the new campaign date
range and should insufficient inventory be available, BizNews.com shall afford the Advertiser
inventory on an alternative environment, save that the Advertiser shall remain liable for the full campaign billing value as per the original IO (without the consideration of any discount or
credits) irrespective of whether or not the Advertiser agrees to the alternative inventory
offered by BizNews.com.
c) Billing and payment of all fees shall be as per the original IO campaign dates and shall not be amended in respect of the postponement dates.
d) Should the Advertiser opt to cancel the IO after requesting a postponement, albeit such
cancellation is affected prior to, or within, the postponed campaign period, the cancellation
shall revert back to the original campaign commencement date and any cancellation fees
shall be determined as from the original campaign start date.
e) A campaign that been postponed but has not commenced after 90 days from the commencement date as per the original IO campaign dates, without further communication from the advertiser, will be deemed to have been cancelled, and the cancellation shall revert back to the original campaign commencement date and any cancellation fees shall be determined as from the original campaign start date.
22) Late material supply:
a) Material is deemed to be supplied late by the Advertiser, when such material is delivered to
BizNews.com less than 5 (five) business days prior to the rendering of the first Ad
contemplated in the IO (“the Late Material”).
b) Whilst BizNews.com shall endeavour to implement the Late Material in time to render the first
Ad contemplated in the IO, BizNews.com shall not in any event whatsoever be held liable to
the Advertiser or any third party should the first Ad not be rendered by the specified campaign
start date as per the IO.
c) BizNews.com shall not be held liable by the Advertiser and/or any third party for any reason
whatsoever in the event that the supply of the Late Material effects BizNews.com’s ability to
meet its obligations as per the IO, save that BizNews.com shall use its reasonable
commercial endeavours to meet the IO delivery requirements for CPM campaigns. The
Advertiser shall remain liable for the full payment of the IO, notwithstanding BizNews.com’s
failure to meet its delivery obligations as a result of the Advertiser’s supply of the Late
Material.
d) However, if the Advertiser supplies Late Material to be implemented in respect of Nonstandard
CPM advertising placement IO’s, including but not limited to sponsorships,
newsletters, promo-mailers and packaged offers, the Advertiser shall forfeit those days
affected by the supply of the Late Material with no recourse whatsoever, and the Advertiser
shall remain liable for the full IO value, including such forfeited placements.
e) notwithstanding paragraph 22d) above, BizNews.com shall, inventory permitting, use its
reasonable commercial endeavours to deliver as per the original IO requirements, save that
BizNews.com shall not be held liable in any circumstances whatsoever, nor shall the
Advertiser be entitled to withhold any payments due to BizNews.com, should BizNews.com be
unable to find suitable replacement inventory and/or placements.
23) Either party may terminate an IO at any time if the other party is in material breach of its
obligations under these T&C’s, any IO or any policy (as contemplated below) and that breach, if it
can be cured, is not cured within 10 days after written notice thereof.
24) If Advertiser breaches any policy on three separate occasions after having received notice of such
breach, then BizNews.com may terminate the IO associated with such breach upon written notice
even if such breach has been cured by Advertiser.
25) BizNews.com’s sole liability to Advertise for any non-delivery of any Deliverables in respect of any
Ad or IO shall be to provide Advertiser with a credit equal to the value of the under-delivered
portion of the IO. Alternatively, an agreement may be reached with Advertiser to extend the
campaign end date in order for the full number of impressions booked to be served.
26) BizNews.com shall allow for a maximum 10% delivery discrepancy and where it is deemed
warranted in BizNews.com’s sole discretion, BizNews.com shall deliver bonus impressions, to a
maximum of 10% of the originally booked number of impressions. No bonus or discrepancy
allowances will be applicable to any CPD or sponsorship campaigns whatsoever.
27) Save for payment obligations, neither party shall be liable for delay or default in the performance
of its obligations to the other party if such delay or default is caused by conditions beyond its
reasonable control not occassioned by its fault or negligence or breach of any obligation arising in
terms hereof. An affected party’s obligations shall be suspended for the duration of the
aforegoing circumstances. If those circumstances persist for longer than one month then the
other party may cancel the relevant IO.
28) Advertiser shall procure that all Ads shall comply with BizNews.com’s policies, criteria and
specifications from time to time including as to content, technical specifications, privacy, user
experience, public image, obscenity and indecency. BizNews.com may remove any Ads that
BizNews.com determines as non-compliant, or as BizNews.com is instructed to remove by the
publishers it represents, within their sole discretion. Such removal shall constitute an immediate
cancellation of such IO with no further obligations owing by either party to each other.
BizNews.com reserves the right to decline an IO within its sole discretion and there shall be no
requirement on BizNews.com to submit details and the reason for such decline.
29) Advertiser grants to BizNews.com a wordwide, royalty free license to use the Ads and any logo,
trade name, trade mark, brand name, logo or domain name associated therewith for the purposes
of fulfilling its obligations in respect of any IO.
30) Advertiser hereby warrants to BizNews.com that it is, and at all relevant times shall be, the lawful
owner or duly licensed user of the copyright in, and all other intellectual property rights relating to,
the Ads and all the material and content provided by Advertiser to BizNews.com for the purposes
of the IO.
31) In cases of supplied / sponsored content for publication on the site, Advertiser will fully supply the content for publication on BizNews.com. BizNews.com has the right to edit, modify or reject content at its sole discretion including the headline, text and supplied images. BizNews.com will add nofollow tags onto supplied links in the body of the article in order to prevent penalisation from search engines. All sponsored articles will be placed in a sponsored category and contain a message indicating that the article is sponsored.
32) Each party (“the indemnifying party”) indemnifies and holds the other party (“the other party”)
harmless against any claims or liability or damages arising on the part of the other party from any
breach by the indemnifying party of any obligation imposed on it in any IO, these T&C’s or in law.
33) If notwithstanding any of the aforegoing, BizNews.com is found to be liable to Advertiser for any
amount or claim hereunder, such liability shall never exceed the lesser of the amount that
Advertiser paid to BizNews.com in the 3 months immediately preceding the date the liability arose
or the proceeds available from any insurance procured by BizNews.com in relation thereto (if
any).
34) In no event shall either party be liable for any consequential, indirect, incidental, punitive, special
or exemplary damages whatsoever, including without limitation, damages for loss of profits,
business interruption, loss of information and the like, incurred by the other party arising out of
these T&C’s or any IO.
35) The parties shall treat all information, in whatever form and howsoever recorded, that may
reasonably be argued to have commercial value that a party receives from the other party as a
result of this Agreement (“confidential information”), as private and confidential and safeguard it
accordingly. The parties furthermore agree not to use or disclose or divulge or copy or reproduce
or publish or circulate or reverse engineer and/or decompile or otherwise transfer, whether
directly or indirectly, any confidential information to any other person and shall take all such steps
as may be reasonably required to prevent confidential information falling into the hands of
unauthorised persons.
36) Although BizNews.com affords Advertisers the ability to utilize third party delivery platforms and
technologies, BizNews.com reserves the right to decline those platforms and/or technologies it
deems (in its sole discretion) to have a negative impact on BizNews.com’s trading, delivery and/or
functionality. BizNews.com shall notify Advertiser in writing of its election to decline such third
party delivery platforms and technologies and any affected IO will be cancelled with immediate
effect and no further obligations shall be owed by either party to the other from the time of the
aforesaid cancellation.
37) Each party warrants to the other party that it has the expertise, experience and required licenses
and permissions to fulfil its obligations in terms of these T&C’s and any IO.
38) Advertiser may not resell, assign or transfer any of its rights or obligations hereunder.
39) All terms and provisions of these T&C’s and each IO shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted transferees, successors and assigns.
40) These T&C’s and the relevant IO constitute the entire agreement of the parties with respect to the
subject matter and supersede all previous communications, representations, understandings, and
agreements, either oral or written, between the parties with respect to the subject matter of the IO.
41) An IO may be executed in counterparts, each of which shall be an original and all of which
together shall constitute one and the same document.
42) The laws of the Republic of South Africa shall apply to any IO and to these T&C’s.
423) Any claims, legal proceeding or litigation arising in connection with any IO or these T&C’s) shall
be subject solely to the jurisdiction of the courts of the Republic of South Africa.
44) No modification of these T&C’s or any IO shall be binding unless in writing and signed by both
parties.
45) If any provision herein is held to be unenforceable, the remaining provisions shall remain in full
force and effect. All rights and remedies hereunder are cumulative.
46) Each party chooses as its domicilium the address set out in the relevant IO.