IPE magazine January 2021
1 Definitions and Interpretation
In these terms and conditions (the Conditions) the following terms apply:
Business Day means the period from 9.00 am to 5.00 pm in a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Company means the party who places an Order.
Company Material means any content including images, inserts and artwork (in any format) provided by or for the Company for inclusion in any Services, including Content (as defined in clause 8) where the sense permits.
IPE means IPE International Publishers Limited or any of its subsidiaries.
Order means an order for any of the Services.
Order Confirmation means the form signed by the Company to which these Conditions refer.
Price means the amount due in respect of the Order as specified on the Order Confirmation.
Services mean those Services offered by IPE from time to time as set out on the Order Confirmation.
User means any person using a digital service (including via a mobile device or tablet) operated by IPE on which the Company has placed an advertisement or sponsored or in the case of the IPE.com Reference Hub (as defined in clause 8) activated the service.
User Data means data or information in any format supplied to IPE by a User including but not limited to data supplied in response to Company Material.
All Orders are subject to the Conditions. No other conditions will be binding unless agreed in writing by the IPE and the Company.
Any schedule (such as for sponsorship benefits) attached to the Order Confirmation will form part of the Conditions.
Any variation of these Conditions will only have affect if agreed by the parties in writing. The placing of any Order by the Company will be deemed to be an acceptance of these Conditions.
Where there is a difference between the Order Confirmation and the Conditions (and in the case of a Package the Additional Conditions), the former shall take precedence.
3 IPE’s obligations
3.1 IPE shall provide the Services, specified in the Order Confirmation, to the Company pursuant to these Conditions.
3.2 IPE shall use reasonable endeavours to meet any performance dates specified in the Order Confirmation, or otherwise agreed by the parties.
3.3 IPE shall have the right to make any changes to any of the Services which are necessary to comply with any applicable law or regulation or required by any regulatory body, or which do not materially adversely affect the nature or quality of the Services, and IPE shall notify the Company of such in any such event.
3.4 IPE warrants to the Company that the Services will be provided using reasonable care and skill.
Where an Order is placed that includes more than one medium supplied by IPE (for example an advertisement in print and on an IPE website or an advertisement and a booking for an event) and there is a cancellation or alteration of one part of the Order IPE shall use its discretion to allocate the Price between the parts and make any appropriate refund.
In the case of an Order in a medium other than covered by these Conditions, the conditions applicable to the other medium will apply (Additional Conditions).
5 Company’s obligations
The Company warrants and undertakes that;
5.1 its advertisements will comply with the British Code of Advertising, Direct Marketing and Sales Promotion and all relevant legislation and industry codes and guidelines and will not breach any third party rights or be otherwise unlawful;
5.2 its Company Material is complete, true and accurate, of good editorial and production quality and where sent electronically, has been checked and confirmed free from computer viruses or other such malicious software;
5.3 it will deliver Company Material by the deadlines and in a form specified by IPE;
5.4 it owns the Company Material or has obtained all the necessary rights and permissions to grant a licence to IPE to use such;
5.5 it has obtained all necessary authorities of any person represented or referred to in any Company Material;
5.6 where relevant, it will insure Company Material and acknowledges that the risk in such remains with it and that IPE is not liable for damage or loss;
5.7 section 21(1) of FSMA will not apply to any Financial Promotion in the Company Material or on any website accessible via a link in the Company Material, either because that promotion will have been approved by an “authorised person” for the purposes of section 21(2)(b) of FSMA, or as a result of articles 12, 19 and/or 49 of the Financial Promotions Order (where FSMA, Financial Promotion, and the Financial Promotions Order are defined in clause 8);
5.8 if it is acting as an agent for an advertiser it has all necessary authorities to do so; and
5.9 If it is an employment agency or business its advertisement complies with the requirements of the Employment Agencies Act 1973 and all relevant regulations.
The Company grants IPE a royalty free right and licence to publish, use, distribute, display and store Company Material worldwide in accordance with these Conditions. Furthermore the Company grants permission for IPE to use Company Material to compile statistical information on the Company for its own purposes
6 Advertisements and Inserts
6.1 If Company Material is not supplied according to its deadlines (as specified in the Order Confirmation), IPE reserves the right at is discretion to:
6.2 If no Company Material is supplied by the deadlines and there is no standing material; or the Company Material cannot be used by IPE for any reason, the Company shall still be due to pay the Price.
6.3 Any proofs of Company Material sent for correction will be assumed to have been approved if not returned by the relevant deadlines.
6.4 Any costs incurred by IPE to ensure that Company Material complies with the Company’s obligations at clause 5 will be payable on demand by the Company. Any additional costs of inserts delivered at a weight in excess of that agreed with IPE will be payable by the Company.
6.5 IPE reserves its rights to destroy Company Material of a physical nature if in its possession for more than 8 weeks.
6.6 The placing of an Order does not confer the right to renew on similar terms and rates may be increased at any time by IPE – save in respect of confirmed Orders.
6.7 All advertisements are subject to available space and IPE shall determine the size and positions of any Company logos in respect of Services ordered.
7 Online Publications
The following additional terms shall apply to Orders in respect of digital Services:
7.1 If the Company Material links to another website the Company is responsible for maintaining that link and the content of the website to which it is linked. IPE reserves the right to remove any links to a website that IPE considers may bring it into disrepute.
7.2 The Company agrees that IPE may remove any Company Material from an IPE digital service (including via a mobile device or tablet) if it receives a complaint, it is asked to remove the material by a regulator, or is required to do so by a third party.
7.3 Whilst IPE shall use its reasonable endeavours to ensure access to users of a digital service (Users) it gives no warranty that such access will be uninterrupted or problem free.
7.4 IPE will use reasonable endeavours to promote the digital service to generate User traffic and where an advertising campaign is based on page impressions received it shall use a third party monitoring service, the results of which the Company agrees to abide by.
8 IPE.com Reference Hub
The following additional terms shall apply to Orders in respect of the IPE.com Reference Hub to which the following definitions apply:
Activation Date means the date notified to the Company by IPE on which the Services are made available to Users.
Asset Managers means a company that manages investment assets on behalf of other organisations.
Content means that content supplied by the Company to IPE for the purpose of populating the Company’s hub within the IPE.com Reference Hub in accordance with this agreement.
Financial Promotion means any invitation or inducement to engage in investment activity, as that phrase is used in and defined by section 21 of FSMA.
Financial Promotions Order means the FSMA (Financial Promotions) Order 2005 (SI 2005/1529)
FSMA means the Financial Services and Markets Act 2000.
Institutional Investors means an overseas recipient, an investment professional, a high net worth company, a high net worth unincorporated association or the trustee of a high value trust, as defined in and by articles 12, 19 and 49 of the Financial Promotions Order.
IPE.com Reference Hub (including the Real Estate Reference Hub) means the content and marketing profile service for Asset Managers targeting Institutional Investors ().
Registered User means an Institutional Investor who has registered with IPE to fully access the Company’s hub within the IPE.com Reference Hub.
Term means the period set out on the Order Confirmation.
8.1 Content for the Site will be supplied to IPE by the Company in the format and according to the timings agreed by the parties. In supplying such Content the Company shall make clear to IPE which parts of the Content are for Registered User access only and IPE undertakes to meet such requirements.
8.2 On receipt of any Content, IPE shall classify the Content and populate, or update as relevant, the Company hub.
8.3 Having undertaken its obligations under 8.2, IPE shall notify the Company and request its approval for the Content on the hub and shall require the Company to approve such within agreed deadlines. Any changes required by the Company will be made by IPE within 2 Business Days of notification by the Company.
8.4 Where relevant, IPE shall link articles in the IPE website to the Company microsite within the IPE.com Reference Hub as it deems appropriate.
8.5 Where Content is only to be available to Registered Users any headlines available to all Users referring to such Content will be submitted to the Company for approval and/or Approval as appropriate before such headlines are made available.
8.6 The Company warrants that it maintains, and will continue at all material times to maintain, proper systems and procedures to prevent Non-Permitted Persons from engaging in the investment activities to which the Financial Promotions referred to in clause 5.7 relate, with the Company or a member of the same group. For the purpose of this sub-clause Non-Permitted Personas are:
8.7 The Company hereby grants a limited, non-exclusive, non-transferable licence to IPE to display its Content on the Company’s hub within the IPE.com Reference Hub and to allow Users or Registered Users to access such Content, subject to the Conditions, in particular clauses 8.1 and 8.5.
8.8 The Company grants a limited, non-exclusive, non-transferable licence to IPE to use any name or trade mark or any other corporate name of the Company for the purpose of IPE providing the Services.
8.9 The Company agrees that Registered Users shall be entitled to have access to the Content.
8.10 The Company, as an Asset Manager, warrants that it has, and that it will at all material times continuously maintain, all of the licences, authorisations, registrations, permissions and consents it is required to hold in order lawfully to offer to manage, and to actually manage, the assets that it is offering to manage for and/or on behalf of the relevant Registered Users.
8.11 The parties agree, for the purposes of the Contracts (Rights of Third Parties) Act 1999, that any Registered Users to whom the Company has responded though the IPE.com Reference Hub Services are entitled to enforce the terms of this agreement as if they were party to it.
9 IPE Webcasts
9.1 Ideally, six weeks prior to the live event, IPE begins a co-branded email marketing campaign to invite attendees to the Company’s webcast.
9.2 IPE offers the Company the option to invite names on its wish list to join as attendees.
9.3 IPE appoints an independent moderator (an experienced, freelance, financial journalist) to host, manage and run the Company webcast.
9.4 The Company chooses the topic/subject matter to present and puts forward the speaker.
9.5 The Company sends the IPE Webcast Manager content about the webcast subject matter and bio of the speaker for use in the email marketing and registration page of the webcast.
9.6 The Company chooses when they would like to run the event with IPE and IPE schedule in the date, subject to availability.
9.7 Working with the appointed IPE moderator, the Company is offered one or more rehearsals to prepare the client speaker and ensure the smooth running of the content and Q&A.
9.8 IPE provides the Company with regular updates of the registrations prior to the event date.
9.9 The webcast will be opened, chaired and run by the appointed IPE moderator.
9.10 The Company delivers a one-hour live audio webcast plus a power point presentation, which is likely to be broken down into:
9.11 IPE offers full technical support throughout the live event
9.12 After the event, IPE will provide the Company with a detailed list (names, organisation, email address, phone number) of all delegates who registered, attended, asked questions etc in a fully documented activity report. The list will contain only the names of those attendees who opted in via the webcast platform to permit the sharing of their contact details.
9.13 After the event, IPE will post the presentation on www.ipe.com as an archived video within the IPE BrightTalk Channel for additional viewers
9.14 After the event, IPE will offer the Company the recording of the one-hour live webcast for use on their website or other channels.
10 Payment terms
10.1 The Price for the Services is specified in the Order Confirmation. The Price is exclusive of VAT.
10.2 The Price (together with VAT at the appropriate rate) is payable at the dates specified in the Order Confirmation by any method accepted by IPE and notified to the Company from time to time.
10.3 The Company agrees to pay IPE’s valid invoices, which shall fall due within 30 days of the invoice date.
10.4 In the event of late payment IPE may:
10.5 If any amount is disputed, the undisputed balance shall be paid in accordance with this clause pending resolution of such dispute.
10.6 In the event that the Company is unable to pay its debts IPE may suspend the Order and shall have no liability to make a refund of the Price.
11 Cancellation or alteration of an Order
11.1 If the Company requests that IPE cancels or alters an Order (including the start date of a campaign other than IPE.com Reference Hub campaign) IPE shall not be bound by such request unless it is in writing no later than:
Failure to meet such requirements shall mean that the Price is payable in full.
11.2 Where the Company cancels an Order (or fails to supply Company Material according to these Conditions) for a series, and a discount has been given for such series, then an amount will be charged that represents the discount given on advertisements already run.
11.3 IPE reserves the right, at its discretion, to refuse, withdraw, suspend or cancel the booking of an Order. Unless such refusal, withdrawal, suspension or cancellation is due to an event of Force Majeure (as defined in clause 15), or by reason of the breach of these Conditions by the Company, IPE will refund a reasonable proportion of the amounts the Company has paid IPE in respect of such Order. This refund is without prejudice to any claim that may be made by IPE under these Conditions.
11.4 The Company recognises that an Order in respect of IPE.com Reference Hub campaign is non-cancellable or alterable during its duration, as stated on the Order Confirmation. Thus whilst in its sole discretion IPE may accept the cancellation or alteration made in writing during the period of such a campaign of such an Order, it is not obliged to do so.
12 Company Indemnities
12.1 Subject to clause 12.3 the Company shall indemnify IPE (including its officers, directors, employees, agents and representatives) against any damages, liabilities, costs and expenses (including reasonable legal fees and costs) in respect of any claim arising out of fraud, negligence, misrepresentation, failure to perform or delay the performance of any obligations either by the Company, or its employees, agents or sub-contractors, in connection with or in relation to these Conditions (each a Default).
12.2 For the purpose of this clause, a complaint brought by an individual against IPE in respect of a recruitment related advertisement will be deemed to be a Default.
12.3 Any indemnity given shall be conditional upon:
12.4 Without prejudice to clauses 11.1, 11.2 and 11.3, the Company will indemnify IPE (including its officers, directors, employees, agents and representatives) to the fullest extent possible under the law of England and Wales, against any damages, liabilities, costs and expenses (including all legal fees, costs and expenses), and civil or administrative financial and other penalties suffered or incurred by, or imposed on, IPE as a result of or in connection with any actual or potential breach of clause 5.7..
13 Limitation of liability
13.1 IPE will not be liable for any Losses (as defined at clause 12.5) resulting from the delay or failure of any Services to appear on dates specified or for any Services to be provided or from their discontinuance. However, in the case of such being the default of IPE a refund will be made in respect of such failure.
13.2 In the case of an online publication IPE does not accept any liability for the content, accuracy, legality, currency, compliance or integrity of any User Data and the suitability of a User or reader of any of the Services.
13.3 Neither party excludes or limits liability caused by its own negligence for death, personal injury or fraudulent misrepresentation, which might occur during the performance of its obligations under these Conditions.
13.4 Other than in respect of the indemnities given by the Company at clause 11, the aggregate liability of each party regardless of the cause of the loss, damage or injury and the nature of the legal right claimed to have been violated, shall be limited to the aggregate total of the Price paid by the Company for the Order under these Conditions during the twelve month period immediately preceding any claim (or first claim, if more than one). Neither party shall sue the other for a greater amount.
13.5 Other than in respect of the indemnity given by the Company at clause 11 neither party shall be liable for exemplary, indirect or consequential losses, loss of profit, loss of business, depletion of goodwill, loss of anticipated savings, loss of goods, loss of contracts, loss of use, loss due to corruption of data or information, loss of reputation, loss or damage to property and those arising from injury or death of any person and loss of opportunity to deploy resources elsewhere (all being “Losses”), even if advised of their possibility or otherwise having anticipated the possibility of such damages.
14 Intellectual Property Rights
14.1 Save as expressly stated in the Conditions, Company shall throughout the world during the term of the agreement; retain title, copyright and all other intellectual property rights (“Intellectual Property Rights”) in and to the Company Material and its trademarks and its corporate and trade names.
14.2 Save where otherwise indicated, all IPE Intellectual Property Rights are the property of IPE. IPE reserves all rights in its trademarks and the Company shall not use any name or tra4de mark or any other corporate name or trade mark of IPE without its prior written consent.
14.3 For the sole purposes of IPE displaying Company name, trade mark or logo within Company Material, the Company grants IPE a limited, non-exclusive, non-transferable licence in respect of such names, marks and logos.
15.1 Without affecting any other right or remedy available to it, either party may terminate this agreement forthwith by Notice (as defined in clause 18.1) in one or more of the following events:-
15.1.1 the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
15.1.2 the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
15.1.3 the other party makes an arrangement with or assignment in favour of its creditors or goes into liquidation (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or has a receiver or administrator appointed over its property or assets or any part thereof or ceases (or threatens to cease) trading.
15.2 IPE may terminate this agreement if the Company fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
15.3 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
15.4 Termination by IPE under this clause will not oblige it to make any refund to the Company in respect of an Order or relieve the Company of its liability to pay any amounts due.
15.5 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect
16 Force Majeure
16.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (an event of Force Majeure). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 30 days the party not affected may terminate this agreement, subject to clause 15.2, without liability for compensation or damages, by giving 30 days’ written Notice to the affected party.
16.2 For the avoidance of doubt, an event of Force Majeure shall not apply to relieve the Company of any obligation to make payment, or of liability for non-payment.
17 Assignment and Subcontract
17.1 This agreement is personal to the Company and the Company shall not assign or otherwise transfer its rights or obligations under this agreement without the prior written consent of IPE.
17.2 IPE may assign its rights and obligations under this agreement (in whole but not in part) to any company controlled by, controlling or in common control with it.
17.3 IPE may subcontract any of its obligations or responsibilities under this agreement to a third party.
18.1 Each party undertakes that it shall not at any time, including after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 17.2.
18.2 Each party may disclose the other party’s confidential information its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
19.1 A notice in writing from one party to the other at the address given on the Order Confirmation or as otherwise notified by that party from time to time (a Notice) given to the other party relating to this agreement will be validly given only if it is in writing and delivered personally or by courier, sent by first class post (or air mail if overseas), recorded delivery or fax, to the intended recipient at the address or fax number given in the Order Confirmation or such other address or fax number as the party in question may specify by prior Notice from time to time. A Notice shall not be valid if sent by email.
19.2 In the absence of evidence of earlier receipt, a Notice shall be deemed given:
19.3 Each party shall as soon as reasonably practicable give Notice of any change in its address or other contact details.
20.1 Subject to clause 13.3 no party shall use the name, trademarks, service marks, logos, domain names, or any other identifiers of the other in any way without prior written approval of the lawful owner of such identifier in each instance.
20.2 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
21.1 Clause headings are inserted for convenience of reference only and shall have no effect in the construction of this agreement.
21.2 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
21.3 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21.4 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise either party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
21.5 Each party shall procure that its employees, agents and sub-contractors shall at all times act in an ethical business manner and shall not at any time contravene or breach the provisions contained in the Bribery Act 2010 or any legislation relating to anti-bribery. Breach of this clause will be regarded as a material breach of this agreement that cannot be remedied and which shall allow the non-defaulting party to immediately terminate the agreement by written Notice to the other party.
21.6 Except as expressly provided elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
21.7 Notwithstanding termination of this agreement for whatever reason, clause 9 (Payment Terms), clause 11 (Company Indemnities), Clause 12 (Limitation of Liability), clause 13 (Intellectual Property Rights) and clause 17 (Confidentiality) shall continue in full force and effect.
21.8 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
22 Entire Agreement
22.1 The Order Confirmation together with these Conditions (and where appropriate any additional Conditions) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
22.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
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