ADVERTISING TERMS & CONDITIONS
NATION MEDIA GROUP PLC. (“NMG”), hereby agrees to publish the Advertiser’s
Advertisements through print and its online and digital networks, and
platforms or other methods, pursuant to the terms of this agreement between
the parties, including through NMG’s Advertisement outlets (collectively
called the “NMG Network”).
The Advertiser agrees to provide all available banner, print, and or other
creative designs and copy, or other resources for each Advertisement or
campaign.
The following terms and conditions, in conjunction with the following
selected Appendices, as applicable, govern the placement and delivery of
death and or funeral Advertisement (Advertisement(s)”) as set forth in any
written agreement between the parties, to which these terms and conditions
are attached (collectively referred to herein as the “Agreement”).
The Editorial Policy and Guidelines of NMG are incorporated herein as part
of this Agreement and shall apply as such as presently existing or as may
be amended from time to time and in the event of conflict between these
general terms and conditions and any of the Guidelines and terms and
conditions in the said Editorial Policy, the terms and conditions of the
Editorial Policy and Guidelines shall prevail.
PAYMENT
All Advertisements will be paid for at the applicable rates set out in the
applicable rate card on the date of publication. NMG may change its rates
at any time by publishing the modified rates at www.nation.co.ke
/advertising/advertising-rates. Any changes to the rates will take effect
immediately. However, any changes to the applicable rates will not apply to
any orders made prior to the date of such change.
The Advertiser (hereinafter, “Advertiser”) shall bear the cost of any and
all amounts or services owed in respect of content and or material
submitted to NMG for publication through the Network. Payments shall be
made fully by cash in Advance or by any other method as may be approved by
NMG in writing.
DELIVERY OF ADVERTISEMENTS
The Advertiser will, at its sole cost and expense, create and deliver all
content required for any Advertisement to NMG. The Advertiser shall be
solely responsible and liable for all Advertisements created and delivered
to NMG, including, without limitation, the content contained therein and
the consequences of their display in the NMG Network. Notwithstanding the
foregoing, if such content does not conform to NMG’s technical
specifications or does not arrive timely enough to deliver such
Advertisement on the agreed display dates, then NMG, in its sole
discretion, may, if applicable: (a) reject such Advertisement and refund
any applicable amounts paid in Advance; or (b) postpone running such
Advertisement until a reasonable period of time after (i) the
non-conforming content is corrected, or (ii) the late-arriving content is
received. Once an Advertiser has submitted an Advertisement to NMG, the
Advertisement may not be amended by NMG nor will NMG be expected to make
any changes to any aspects of that Advertisement or any Linked Content (as
defined below), including, without limitation, any content, images, claims,
or statements. NMG shall not bear any responsibility or liability howsoever
for publication of any advertisement in the form and manner presented to it
by and approved by the Advertiser or the advertiser’s representative. NMG
will require at least four (4) hours to incorporate any changes requested
by the Advertisement if such changes shall have been brought to NMG’s
attention on a weekday other than a Public holiday. Otherwise, any changes
must be submitted at least twenty-four hours prior to the intended date of
publication of such Advertisement on the NMG network.
NMG may, in its sole discretion, reject or remove any Advertisement, for
any reason, in which event NMG will refund any amounts paid in Advance for
such Advertisement or a prorated portion of such fees if such Advertisement
is removed after a period of display on NMG’s online or digital outlets.
NMG reserves the right to make basic grammatical and/or spelling edits to
an Advertisement even after it has been approved by Advertiser. NMG will
make every effort to secure a subsequent approval for these grammatical
and/or spelling edits; however, previously approved Advertisements may be
sent without a second approval of NMG’s grammatical and/or spelling edits.
CANCELLATION AND RIGHT TO REFUSE UNACCEPTABLE ADVERTISEMENT
Notwithstanding any other provisions in this Agreement, NMG reserves the
right to refuse, reject, or cancel, in its sole and complete discretion, at
any time any Advertisement that it deems unacceptable or inappropriate for
any reason, including Advertisements that fail to comply with the NMG
Editorial Policy & Guidelines with regard to advertisement generally.
Without limiting the foregoing, NMG will decline Advertisement or content
that is indecent, obscene or is otherwise in poor taste (which NMG shall
have sole and unilateral discretion to define).
This Agreement may be terminated by NMG immediately if the Advertiser fails
to disclose (or conceals or misrepresents) any information which NMG’s in
its discretion considers necessary or if the Advertiser’s conduct would
otherwise violate applicable consumer protection laws and regulations.
The Advertiser understands that NMG is a multi-media organization and that
breaking news and other events may warrant cancellations or pre-emption of
advertisement in cases of national or international significance. In the
event NMG is compelled to cancel an Advertisement on account of such event
of international or national significance, NMG will make reasonable efforts
to reschedule the Advertisement at the earliest possible time or date.
ADVERTISER’S REPRESENTATIONS AND WARRANTIES
The Advertiser is solely responsible for any liability arising out of or
relating to any Advertisement provided by the Advertiser hereunder and any
material to which users can link through such Advertisement (“Linked
Content”).
The Advertiser represents and warrants that no part of the Advertisements
or Linked Content will: (a) infringe on any third party’s copyright,
patent, trademark, trade secret or other proprietary rights or right of
publicity or privacy; (b) violate any law, statute, or regulation,
including, without limitation, laws and regulations governing consumer
protection, Children’s rights, rights of persons with Disabilities (c )
false Advertisement or unfair competition; (c) be defamatory; (d) be
pornographic or obscene; or (e) contain viruses, trojan horses, worms, time
bombs, cancelbots or other similar harmful or deleterious programming
routines.
The Advertiser agrees to indemnify, defend and hold harmless NMG, its
parent, successors, subsidiaries, Publishers, and affiliates
(“Affiliates”), and their respective directors, officers, agents and
employees (the “NMG Indemnified Parties”), for any and all claims, losses,
costs, liabilities or expenses (including, without limitation, reasonable
legal fees and expenses) made against NMG by a third party or parties that
were incurred or that arise from: (i) any breach of the representations and
warranties or any other material term of this Agreement by the Advertiser,
its agencies, or its affiliates; (ii) any claim arising or resulting from
the publication by NMG of any of the content submitted by the Advertiser
under this Agreement, (iii) any government or regulatory action, including,
but not limited to, investigations, litigation, or other legal proceedings,
related to such Advertisements, including all legal fees incurred by NMG as
a result of complying with such action; or (iv) any other act, omission or
misrepresentation by the Advertisement directly or indirectly related to
this Agreement.
NMG reserves the right to reject or remove any Advertisement or URL link
embodied within an Advertisement at any time in the event NMG determines in
its sole reasonable discretion that such Advertisement or Linked Content
does not meet NMG’s standards or comply with this Agreement, or that such
Advertisement or Linked Content is unlawful or inappropriate. NMG also
reserves the right to demand third party verification for any claims made
in any Advertisement and to terminate this Agreement in the event that such
verification is not promptly provided or is unsatisfactory, in NMG’s sole
discretion.
Notwithstanding the foregoing provisions, NMG has no obligation to monitor
Advertisements or Linked Content for compliance with applicable laws or
regulations and shall have not liability for any violation of same.
ASSIGNMENT
Neither party may assign this Agreement without such written consent of the
other.
GOVERNING LAW AND DISPUTES
The validity of this Agreement, its interpretation and any disputes arising
from, or relating in any way to, this Agreement or the relationship of the
parties, shall be governed by the law of the Republic of Kenya.
All disputes controversies or claims, regardless of their form or nature,
including, without limitation, any claim arising out of, in connection
with, or in relation to the formation, interpretation, performance or
breach of this Agreement, possessed by the Advertiser shall be resolved
exclusively by arbitration conducted in Nairobi under the Arbitration act
(1995) of Kenya.
PRIVACY
All parties represent and warrant that they are fully compliant with
applicable privacy laws of and shall comply with such laws.
SEVERABILITY
If any provision of this Agreement should be determined to be illegal,
invalid, or otherwise unenforceable by a court of competent jurisdiction or
be invalid or invalidated or unenforceable by reason of any law or statute,
then to the extent invalid or unenforceable, it shall be limited, construed
or severed and deleted therefrom, and the remaining portions of this
Agreement shall survive, remain in full force and effect, and continue to
be binding and shall not be affected and shall be interpreted to give
effect to the intention of the parties insofar as that is possible.
RELATIONSHIP OF THE PARTIES
Each party is an independent contractor and not a partner, joint venturer
or employee of the other. Neither party shall have the right to bind the
other or to incur any obligation on the other’s behalf.
AGREEMENT BINDS SUCCESSORS
This Agreement shall inure to the benefit of and be binding upon the
respective heirs, successors, personal representatives, executors and
assigns of each party hereto.
ENTIRE AGREEMENT
This Agreement is the complete and exclusive agreement between the parties
with the respect to the subject matter hereof, superseding and replacing
any and all prior agreements, communications, and understandings (both
written and oral) regarding such subject matter.
The terms and conditions of this Agreement will prevail over any contrary
or inconsistent terms in any purchase order.
This Agreement may only be modified, or any rights under it waived, by a
written document executed by both parties.
No waiver of any provision of the Agreement, or any default or breach in
the performance of this Agreement, shall be deemed a waiver of any other
provision, or of any subsequent default of breach, nor shall any waiver
constitute a continuing waiver.
The Schedule for Online Advertisements
Special Terms and Conditions Governing Advertising on NMG’s Online
outlets
In Addition to the General Terms and Conditions of this Agreement, to which
this Schedule is appended, the following terms and conditions govern all
online Advertisements including, but not limited to, banner Advertisements
and search methods:
SPECIAL ONLINE TERMS
NMG, in its sole discretion, may determine whether an Advertisement shall
be published on a particular website or through a particular Affiliate or
Publisher.
The Advertiser may not use any device, software or routine to interfere or
attempt to interfere with the proper working of the NMG Network.
The Advertiser may not take any action that imposes an unreasonable or
disproportionately large load on the NMG Network infrastructure.
The Advertiser agrees that any unauthorized and/or unlawful use of the NMG
Network would result in irreparable injury to NMG for which monetary
damages would be inadequate. In such event, NMG shall have the right, in
addition to other remedies available to it pursuant to the Agreement, to
immediate termination of this Agreement.
PRICE
The price for an online Advertisements shall be in a Rate Card to be
established or amended by NMG in its discretion.
ONLINE CAMPAIGNS - CANCELLATION / RESCHEDULING POLICY
The Advertiser hereby agrees that Online space requests on certain webpages
or through certain Publishers or Affiliates are not guaranteed.
If requested online inventory is not available, NMG will use good faith
efforts to provide reasonable alternatives, subject to the termination
rights set forth in the Agreement to which this Schedule is attached.
