Digital and Print Advertising Terms and Conditions
1.1 These terms and conditions shall apply to all internet and print advertising purchased by an Advertiser from Construction Today and together with the Order Form shall constitute the Agreement between the Advertiser and Construction Today.
1.2 The signing of the Order Form by the Advertiser shall constitute acceptance of the Conditions and any terms in any order given by the Advertiser shall have no effect.
1.3 This Agreement shall commence on the Order Date.
The following definitions apply in this agreement.
Advertiser: the individual or company placing the order for the publication of the Advertisement and/or entry into the Magazine/Website/Directory as specified in the Order Form including any advertising agent or media buyer acting as principal or on behalf of and with the authority of the Advertiser.
Advertisement: the advertisement/s and/or listing in Magazine/Website/Directory as specified in the Order Form and comprised of the Copy.
Advertising Start Date: the date which is 28 days from the Order Date indicated on the Order Form or as otherwise specified on the Order Form
Agreement: the Conditions and the Order Form.
Business Day: a day other than a Saturday, Sunday or public holiday in Kenya when banks are open for business.
Conditions: these terms and conditions.
Copy: the details of the Advertiser and the advertising or other promotional material provided by the Advertiser for the Advertisement and for entry onto the Magazine/Website/Directory.
Directory: the directory of businesses contained on the Website.
Fees: the net fees for the Advertisement as specified in the Order Form.
Impressions: means the number of times that the Advertisement is displayed to a User.
Magazine: The Construction Today Magazine as published in print and digital formats.
Order Date: the date specified on the Order form as the date the order is signed.
Order Form: means the advertisement order form attached to these Conditions.
CT: Construction Today
User: any person visiting the Website.
3. Advertisement placement
3.1 The Advertiser must deliver the Copy to Construction Today in such format as CT shall direct from time to time and no later than 2 Business Days before the Advertisement Start Date in respect of internet advertising and Directory listings, and no later than the 15th day of the month before publication in respect of the Magazine.
3.2 Subject to the remaining terms of this Agreement and in consideration of the Fees, CT will publish the Advertisement as provided for in the Order Form and otherwise in accordance with this Agreement.
3.3 If the Advertiser wishes to amend the Copy prior to the Advertisement Start Date, details of the amendment and amended Copy must be provided to CT within the deadlines set in clause 3.1.
3.4 The Magazine is printed in 4 colour process. This includes Cyan, Magenta, Yellow and Black. CT does not print any “spot”, “special” or “Pantone” inks/colours. Any Copy supplied for the Magazine with spot and/or pantone colours will be converted to 4 colours. Any difference between the spot/pantone ink and the 4 colour version is not the responsibility of CT. The Advertiser acknowledges that CT shall have no liability for any colour variations in the final publication of any Advertisement in the Magazine.
3.5 The Advertiser acknowledges that CT makes no guarantees as to search engine placement, usage statistics or Impressions in respect of any Advertisement and CT will not be liable (in negligence, contract or otherwise) for claims relating to usage statistics however supplied.
3.6 If an Advertisement links to another website, the Advertiser is responsible for maintaining the link and for the content of the linked website. The Advertiser will indemnify CT from and against any claims or liability arising from links contained in an Advertisement. When appearing on the Website, the Advertisement will not contain any hyperlinks or metatags linking to the Advertiser’s own website unless express prior permission has been granted by CT.
3.7 The display and positioning of the Advertisement on the Website or in the Magazine shall be at the sole discretion of CT. CT reserves the right to modify or redesign the Website or the Magazine, including their layout or style, at any time without prior notice and without liability to the Advertiser. CT reserves the right at its discretion and without notice to the Advertiser at any time to alter, suspend or change the position of any Advertisement.
3.8 CT shall not be prohibited from publishing advertisements for any product or business which competes with that of the Advertiser.
3.9 The Advertiser hereby grants CT a worldwide, non-exclusive, royalty-free licence to reproduce, publish, display, adapt, store and otherwise communicate to the public, the Copy (including all contents, trademarks, intellectual property and business names and brand features contained therein) for any purpose connected with this Agreement.
3.10 All rights in any artwork, copy and any other materials originated by CT (including any materials combined with any of the Copy) shall belong exclusively to CT . The Advertiser acknowledges and agrees that CT shall own the copyright in the typographical arrangement of the Advertisement.
3.11 CT may at its discretion and without notice to the Advertiser destroy any material provided to it by the Advertiser (including the Copy) which remains in its possession one (1) month after the date of its last publication unless the Advertiser has given written instructions to the contrary.
4.1 The Advertiser is responsible for ensuring that all Copy provided to CT for inclusion in the Directory in accordance with clause 3.1 is complete, accurate and up to date. CT shall have no obligation to verify any such Copy and no liability for incomplete, inaccurate or out of date information.
4.2 The Advertiser will be provided with a password and log-in in respect of the Directory which can be used by the Advertiser’s authorized users to add or amend information contained in the Advertiser’s listing in the Directory in accordance with the terms of this Agreement.
4.3 CT may at its discretion remove the Advertiser’s entry from the Directory if the Advertiser becomes insolvent, goes into liquidation or ceases to trade, or if the Advertiser is in breach of this Agreement or otherwise in accordance with the terms of this Agreement.
4.4 CT shall use reasonable commercial efforts to investigate any misuse of the Directory that is reported to us. Any action in addition to denial of access to the Directory will be at the discretion of CT.
5. Warranties and Indemnities
5.1 The Advertiser represents and warrants to CT that it has the authority and requisite power to enter into this Agreement without obtaining the consent of any third party.
5.2 The Advertiser represents and warrants to CT that:
5.2.1 it holds all necessary rights, permissions and consents to use, reproduce, display, transmit and distribute the Advertisement and Copy on the Website or in the Magazine as provided for in this Agreement, including the right to use any names or images contained in the Copy and Advertisement;
5.2.2 the Advertisement and the Copy do not infringe any intellectual property rights or other rights of any third party;
5.2.3 the Advertisement and the Copy do not contain any content that is defamatory, obscene, indecent, false or misleading;
5.2.4 the Advertisement and the Copy comply with any applicable laws and regulations and relevant codes of practice;
5.2.5 the Copy is free from any viruses and/or defects and shall not affect the operation of the Website or CT’s computer systems.
5.3 The Advertiser will indemnity and keep indemnified CT, its officers and employees, against any and all liabilities, claims, proceedings, demands, damages, costs, expenses and losses of any kind (including legal costs on an indemnity basis) incurred by CT, its officers or employees as a result of any breach by the Advertiser of this Agreement, and/or any actual or threatened claim arising as a result of the publication of the Copy and/or the Advertisement.
6. Right of Rejection
6.1 CT may at any time at its discretion without liability to the Advertiser reject or refuse to publish any Copy or cancel or suspend the publication of any Copy and/or Advertisement on the Website and/or in the Magazine.
7. Fees and Payment Terms
7.1 The Advertiser shall pay CT the Fees in accordance with this clause.
7.2 The Fees are exclusive of VAT which shall be payable by the Advertiser in addition to the Fees at the prevailing rate.
7.3 CT shall provide the Advertiser with an invoice for the Fees and any VAT payable thereon usually within fourteen (14) days of the Order Date.
7.4 CT does not offer a month-by-month advertising service. The Fees specified in the Order Form are payable as a single payment in accordance with clause 7.3 unless otherwise agreed. CT may at its absolute discretion agree that the Fees may be paid by the Advertiser in equal instalments by Standing Order over 6 or 10 months or such other period as may be agreed. Any such agreement shall be noted on the Order Form and a Standing Order mandate form must be completed by the Advertiser and returned to CT at the time of placing the order.
7.5 If it is agreed that the Fees shall be paid by instalments in accordance with clause 7.4, the Advertiser will be provided with an information only invoice seven (7) days prior to each installment date. If the Advertiser cancels the relevant Standing Order or otherwise fails to pay any instalment when due, the full remaining balance of the Fees shall become immediately payable to CT and clause 7.6 shall apply.
7.6 If the Client fails to make any payment due to CT under this Agreement by the due date for payment, the Advertiser shall pay:
7.6.1 an administration fee of £30 for each reminder letter sent by CT in respect of the missed payment; and
7.6.2 interest on the overdue amount at the rate of 3% per annum above the base rate shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. If payment of any sum due to CT is not made when due, the Advertiser will be responsible for all costs, fee and expenses (including legal costs on an indemnity basis) incurred by CT in collecting the amounts due.
7.7 The Advertiser acknowledges and accepts that once this Agreement has been entered into there shall be no refunds or suspension of payments even if the Advertiser wishes to discontinue the publication of the Advertisement prior to the expiration of the intended publication period.
7.8 The Advertiser’s obligation to pay the Fees shall not be affected where the Advertisement Start Date cannot be complied with as a result of the failure of the Advertiser to comply with the deadlines specified in clause 3.1.
7.9 The Fees stated in the Order Form bind CT only in respect of this Agreement and are reviewable by CT in respect of future advertisements at its sole discretion.
7.10 CT may, without prejudice to any other rights and remedies it may have, refuse to publish any Advertisement without any liability to the Advertiser where any part of the Fees have not been paid in accordance with the terms of this Agreement.
7.11 All amounts due under this Agreement from the Advertiser to CT shall be paid in full without any set-off, counterclaim, deduction or withholding.
8. Limitation of liability
8.1 CT will not be responsible or liable in respect of for any errors, omissions or inaccuracies in the Advertisement where the Advertisement has been approved in advance by the Advertiser, including the repetition of any error in an Advertisement in subsequent publications where such error has not been notified by the Advertiser to CT in writing in advance of that subsequent publication. In all other cases of error, CT’s liability will be limited at its discretion to either publishing a corrected Advertisement as soon as reasonably practicable, or refunding to the Advertiser (or waiving payment of) that proportion of the Fees which relate to that particular Advertisement.
8.2 If CT fails to publish the Advertisement as provided for in the Order Form for any reason other than as a result of failure by the Advertiser to comply with the deadline specified in clause 3.1, CT’s liability will be limited to either publishing the Advertisement as soon as reasonably practicable, or refunding to the Advertiser (or waiving payment of) that proportion of the Fees which relate to the missed Advertisement.
8.3 CT will in all circumstances have no liability to the Advertiser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any direct or indirect economic loss of any kind, including (without limitation) any loss of profits, business, revenues, goodwill, production, or anticipated savings arising from any breach by CT of the terms of this Agreement.
8.4 Without prejudice to clauses 8.1 to 8.3 inclusive, CT’s total liability to the Advertiser arising under or in connection with this Agreement shall be limited to the Fees paid to CT by the Advertiser under this Agreement.
8.5 Nothing in this agreement shall limit or exclude CT ’s liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation.
9. Term and Termination
9.1 This Agreement shall commence when the Order Form has been signed by the Advertiser and shall continue in force until the conclusion of the period of the Advertisement (as specified in the Order Form) or until it is terminated in accordance with this clause 9.
9.2 Following commencement of this Agreement, neither the Advertiser nor CT shall terminate this Agreement unless in accordance with the terms of this Agreement or unless otherwise agreed by the parties in writing.
9.3 CT may terminate this Agreement with immediate effect and without prejudice to its rights and remedies if:
9.3.1 the Advertiser commits a material breach of any term of this Agreement;
9.3.2 the Advertiser suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
9.3.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for on in connection with the winding up of the Advertiser (being a company);
9.3.4 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Advertiser;
9.3.5 a person becomes entitled to appoint a receiver over the assets of the Advertiser or a receiver is appointed over the assets of the Advertiser;
9.3.6 the Advertiser suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business
9.4 Upon termination of this Agreement for any reason, CT shall be entitled to remove any Advertisement from publication and shall be under no obligation to refund any of the Fees or other amounts paid by the Advertiser to CT in respect of the Advertisement. The balance of any Fees outstanding at the time of termination shall immediately become due and payable by the Advertiser to CT and such obligation to pay shall survive the termination of this Agreement.
9.5 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.
10.1 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.
10.2 This Agreement 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. The Advertiser acknowledges and agreed that it has not relied upon any representation or otherwise of CT when entering into this Agreement.
10.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
10.4 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.5 The Advertiser shall not be entitled to assign, transfer, or subcontract, any or all of its rights and obligations under this Agreement without the prior written consent of CT. CT shall be entitled to assign any of its right and obligations hereunder to any other person.
10.6 This Agreement shall be governed by and construed according to the laws of Kenya and the parties hereby submit to the exclusive jurisdiction of the courts of Kenya.
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