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.
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.
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.
All parties represent and warrant that they are fully compliant with applicable privacy laws of and shall comply with such laws.
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.
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.
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.