These Terms must be read and agreed to prior to booking any advertising or entering into any sponsorship agreement with Milestone Magazine referred to as Milestone in this agreement. A signed Agreement or confirmation of order means that these Terms have been read in full and the Advertiser agrees to be bound by these terms set between Milestone Magazine holding companies (specific company trading name is highlighted at the bottom of the booking form based on the region, this includes but not limited to RHINEBERG GROUP REKLAM LİMİTED ŞİRKETİ or MILESTONE GLOBAL MARKETING MANAGEMENT LLC)
These are the Terms under which Milestone will supply and sell advertising space in Milestone’s publications and related products and services to the Advertiser. Milestone’s acceptance of the Agreement is conditioned upon the Advertiser’s acceptance of these Terms and Milestone being satisfied in its sole and absolute discretion that the Advertiser is not a credit risk.
In these terms, unless the context otherwise requires:
- a) “Advertisement” means the material agreed between Milestone and the Advertiser to be placed in the Publication in respect of which the Fee is to be paid and may include, without limitation, loose or bound inserts, tip-ons, display advertisements, column advertisements and Advertorials whether in electronic or hard-copy form.
- b) “Advertising Agreement” means the document detailing the agreement or confirmation of order signed for or on behalf of the Advertiser and accepted by Milestone in respect of the Advertisement, which incorporate these Terms.
- c) “Advertisement Design Services” means design services provided by Milestone to the Advertiser which include the design and production of a print-ready advertisement. Advertisement Design Services are provided at an additional cost (“Production Charge”).
- d) “Advertiser” means the legal entity as defined in the Advertising Agreement or, as applicable, the Sponsorship Agreement.
- e) “Advertorials” means editorial content that falls within the definition of Advertisement.
- f) “Agreement” means an Advertising Agreement or a Sponsorship Agreement.
- i) “Deadline” means the deadline identified in the Agreement.
- j) “Fee” means the amount entered in US Dollars, USD or Euros, EURO, as the “Total (inc. VAT)” on the Advertising Agreement, including any applicable taxes, duties and levies.
- k) “VAT” means value added tax (Sw. mervärdesskatt) as set out in the Swedish Value Added Tax Act (Sw. mervärdesskattelag (1994:200)).
- l) “Invoice Date” means the date on which Milestone issues an invoice in respect of the placement of the Advertisement or Sponsorship.
- m) “Publication” means the publication or publications specified as in the Agreement whether published in hard-copy, in electronic form, on the internet or in any other form by Milestone.
- n) “Publication Date” means the date on which the Publication is delivered to a point of sale, letterbox, mail center is dispatched by email, posted online or otherwise made available (as the case may be).
- o) “Rate Card” means the document prepared by Milestone for Advertisers that sets out the standard rates and charges that apply for booking space for Advertisements in relation to a Publication.
- p) “Terms” means these terms and conditions for advertising and sponsorship with Milestone.
- In these Terms, the singular includes the plural and vice versa. A reference to “EUR” means EURO and a reference to payment means payment in EUR unless otherwise stated in the Advertising Agreement.
- Availability of Terms on Website
- Milestone will use its best endeavors to ensure that these Terms are posted at Milestonemagazine.com or such other website as Milestone may notify the Advertiser of from time to time.
- Payment Terms and Interest
- Milestone shall place the Advertisements in the Publications, and the Advertiser shall pay Milestone the Fee.
- The Advertiser must pay the Fee within fourteen (14) days from the Invoice Date or in accordance with the terms of the Agreement. If the Advertiser does not make payment in full within this time period, any part of the Fee not paid will increase at a rate of 0.5% per day as interest until such time as the Fee (as increased by virtue of the operation of this term), has been paid to Milestone in full. All payment is to be made in euros unless otherwise stated in the Agreement. If a payment plan has been included in the Agreement, the Advertiser agrees that the maximum duration for any payment plan is 12 (twelve) months. If a discount is offered by Milestone in respect of the Fee, that discount is only available for final payment for a period of 24 hours after Milestone receives a signed version of the confirmation or order. After this time, any discount offered is void and the full amount becomes payable.
- Where an Agreement is cancelled, expired or suspended by Milestone, the Fee shall be adjusted to reflect the pro-rata value of the actual amount of space and/or the number of issues of the Publication in which the Advertisements have been published and the Advertiser agrees to pay the amended amount calculated by Milestone that remains outstanding without deduction.
- In the event that the Advertiser breaches these Terms, the Advertiser shall pay to Milestone on demand all costs and interest including without limitation all interest accrued and calculated pursuant to clause 3.2, any legal costs (assessed on a solicitor/own client basis), any debt recovery agent’s fees incurred by Milestone in recovering any amounts outstanding under this Terms and any dishonor fees or bank fees incurred by Milestone relating to payments made or not made by the Advertiser from time to time. If the Advertiser’s outstanding account is passed to a third-party debt recovery agency, the Advertiser will also be liable to immediately pay any costs incurred by Milestone in connection with the engagement of a debt recovery agency.
- The Advertiser acknowledges that Milestone has a right to retain (Sw. retentionsrätt) the material supplied by or on behalf of the Advertiser to Milestone during such time as the Advertiser owes any sum to Milestone pursuant to the Agreement.
- The Advertiser acknowledges that where materials are supplied by the Advertiser to Milestone without payment in full of all money payable in respect of the Advertisement, Milestone has a right to register and perfect a personal property security interest over those materials.
- Provision of Credit
- In the event that Milestone extends credit to the Advertiser, the Advertiser:
- 1 acknowledges that the Advertisements are sought for the purposes of business, not private or domestic use, and that Milestone relies upon this representation if Milestone agrees to publish the Advertisements on credit;
- 2 guarantees that the Advertiser will be able to repay all amounts owing within 14 (fourteen) days of the Invoice Date. Milestone reserves the right to add additional fees to the outstanding monies owed by the Advertiser in respect of costs incurred from any third-party debt recovery agencies as referred in clause 3.4.
- 3 agrees to provide all financial information requested by Milestone to assist it in deciding whether to extend credit to the Advertiser.
- If the Advertiser wishes to make a claim against Milestone following publication that relates to the provision of credit, the Advertiser must give Milestone written notice setting out full particulars of that claim within seven (7) days of the Publication Date. If the Advertiser:
- 1 provides such written notice, the Advertiser agrees that Milestone’s decision in respect of that claim shall be final and bind the parties;
- 2 fails to provide written notice within seven (7) days of the Publication Date, the Advertiser agrees that it will have waived all rights to make a credit claim against Milestone in respect of the Publication and must pay the Fee in full within the time specified in these Terms.
- By signing the Agreement, the Advertiser consents to that Milestone may obtain and process personal data received from the Advertiser in accordance with the Swedish Personal Data Act (Sw. personuppgiftslag (1998:204)) as amended from time to time (i) in order to fulfill its obligations under the Agreement and (ii) in order to make inquiries and obtain such other information that Milestone deems reasonably necessary to determine the acceptability and continued acceptability of the Advertiser for receiving credit facilities.
- Milestone may in its absolute discretion, terminate the Agreement at any time if it is of the opinion that the Advertiser is a credit risk. If Milestone terminates the Agreement under this clause 4.4, termination will not affect any obligations of the parties that survive termination, either express or implied.
- Content and Control
- Milestone accepts no responsibility for any artwork or material provided to Milestone by the Advertiser (or on its behalf). Artwork or other material is provided to Milestone at the Advertiser’s risk and Milestone will not be held responsible for any legal issues arising from any artwork or material provided by the Advertiser. If artwork or advertising material is provided after any artwork due date as provided for in the Agreement or Rate Card, Milestone cannot guarantee that the material will be included.
- In the event that the deadline for submission is not explicitly stated on the Agreement or Rate Card, it is the Advertiser’s responsibility to confirm with Milestone the deadline for submission of the artwork or advertising material. If the artwork or advertising material is not furnished to Milestone by the deadline, Milestone may, without notice to the Advertiser, either:
- 1 substitute alternate material that Milestone holds for the Advertiser; or 5.2.2 delete the space and charge the Advertiser for the full amount of the Fee (less any payments made by the Advertiser) for the space booked.
- Milestone retains full editorial control of the Publications and may at any time in its absolute discretion alter the name, size and layout (but not the subject matter) of a Publication in which an Advertiser has placed an Advertisement without notice or incurring any liability whatsoever to the Advertiser. Should any changes be made by Milestone this will not constitute grounds for cancellation of the Agreement by the Advertiser nor will it give rise to any liability in respect of Milestone for any loss or damage or any claim whatsoever as a consequence of such changes. Milestone is not responsible for editorial content supplied by the Advertiser (or on its behalf) or by third parties. The Advertiser is liable to pay the Fee regardless of any specific editorial content published in any editorial feature.
- Milestone may in its absolute discretion, reject or withdraw from publication any Advertisement it considers unsuitable for publication for any reason without incurring any penalty or liability. If an Advertisement is rejected or withdrawn under this clause 5.4, the Advertiser remains liable for the Fee. Milestone reserves the right to alter the content of an Advertisement for any reason and the Advertiser agrees that it remains liable for the Fee. Milestone reserves the right to change any Advertisement that it deems unsuitable for publication and the Advertiser remains liable for the Fee. If Milestone changes an Advertisement supplied by the Advertiser, the Advertiser will receive a proof of the revised advertisement by email from Milestone prior to publication.
- The positioning of Advertisements will be at the sole discretion of Milestone unless alternative arrangements have been made in writing between the parties, including the provision or any loading paid by the Advertiser to Milestone. The content and control of ‘pull quotes’ that are booked to appear within editorial features are placed at the sole discretion of Milestone and must be no more than 40 words maximum.
- Booking of advertising space is for the actual advertising space set out in the Agreement and does not include payment for any Advertisement Design Services. Advertisement Design Services are provided for an additional fee (“Production Charge”). All images, logos and other content provided by the Advertiser to Milestone must be supplied in a print-ready state. Any third party costs incurred by Milestone will be invoiced to the Advertiser in addition to the Production Charge.
- The Advertiser must not on-sell, assign, transfer or otherwise grant the use of advertising space booked or purchased by the Advertiser from Milestone to any third party without the prior written consent of Milestone. Such consent may be withheld by Milestone in its absolute discretion.
- If Milestone submits editorial content to Google and Yahoo news, it takes no responsibility for that content being used by Google or Yahoo news. In the event that Google or Yahoo news choose not to use the editorial content, the Advertisers agrees to pay Milestone the Fee. Milestone cannot guarantee or quote specific readership figures.
- If the Advertiser commits a breach of clause 5.6, Milestone may refuse to include any and all Advertisements placed in a Publication by that Advertiser pursuant to these Terms, but the Advertiser shall remain liable for the full amount of the Fee.
- The Milestone retains full editorial control of the Publications and may at any time in its absolute discretion alter the name, size and layout of a Publication in which an Advertiser has placed an Advertisement without notice or incurring any liability whatsoever to the Advertiser. Should any changes be made by The Milestone this will not constitute grounds for cancellation of the Agreement by the Advertiser nor will it give rise to any liability in respect of The Milestone for any loss or damage or any claim whatsoever as a consequence of such changes. The Milestone is not responsible for editorial content supplied by the Advertiser (or on its behalf) or by third parties. The Advertiser is liable to pay the Fee regardless of any specific editorial content published in any editorial feature. Advertisements booked to appear within and/or supporting company/corporate editorial features will be published and full outstanding fees as per the agreed confirmation of order will be due as per the agreed terms and conditions regardless of whether a specific CEO, company executive, or individual from the company appears, or gives comments within, the company/corporate editorial feature. The subject will remain the company in question as specified in the ‘Description’ and ‘Section’ on the confirmation form. The Advertiser is liable for full payment regardless of the content of the company/corporate editorial feature which remains at the sole discretion of the Publisher.
- Intellectual Property
- The Advertiser acknowledges that Milestone is the owner of the copyright in all Advertisements (including artwork) prepared by the employees, servants and/or agents of Milestone on behalf of the Advertiser and neither the Advertiser nor any other party is entitled to publish, reproduce or otherwise, communicate to the public or otherwise exploit the rights in the Advertisements or artwork without the prior written permission of Milestone.
- The Advertiser unconditionally warrants to Milestone that any material it provides to Milestone in relation to any Advertisement will not infringe the intellectual property rights of any third party when published. The Advertiser continually indemnifies Milestone against any claim, loss, damages, costs or expenses incurred directly or indirectly by Milestone as a direct or indirect result of the Advertiser’s breach of this warranty.
- The Advertiser shall ensure that all necessary agreements for any material it provides to Milestone in relation to any Advertisement and/or Sponsorship (including, if applicable, broadcasting rights relating to Sponsorship) have been concluded with authors, designers, performers and other rights holders, and the Advertiser shall bear the costs attributable thereto. The Advertiser guarantees that the Advertiser has acquired any and all rights required for Milestone to be able to publish and/or broadcast, as applicable, the Advertisement/Sponsorship according to this Agreement.
- The Advertiser shall indemnify and keep indemnified Milestone from and against all claims, loss, damage and expenses whatsoever, incurred directly or indirectly by reason of any breach of the Agreement, negligence, tortious act or other wrongdoing by the Advertiser. Without limiting the foregoing, the Advertiser shall indemnify Milestone from and against all claims, loss, damage and expenses incurred in connection with any Advertisement that contains or refers to any material that is defamatory, breach of copyright or other intellectual property rights, offensive, amounts to unfair competition, a violation of rights of privacy, is or is likely to be misleading or deceptive or in violation of any applicable law, regulation, statute, guideline or code of ethics, including but not limited to the Swedish Competition Act (Sw. konkurrenslag (2008:579)), the Swedish Copyrights Act (Sw. lag (1960:729) om upphovsrätt till konstnärliga och litterära verk), the Swedish Marketing Act (Sw. marknadsföringslag (2008:486)), the Swedish Act on Names and Pictures in Advertising (Sw. Lag (1978:800) om namn och bild i reklam), the Swedish Personal Data Act (Sw. personuppgiftslag (1998:204)), the International Chamber of Commerce’s (hereafter “ICC:s”) Code of Advertising and Marketing Communication Practice (Sw. ICC:s Regler för Reklam och Marknadskommunikation), and any equivalent legislation or regulations as amended from time to time.
- The Agreement may be terminated by Milestone at any time if, in its absolute discretion, it considers that the Advertiser is a credit risk, the Advertiser is in breach of the Agreement or in any event on the provision of seven days’ notice in writing by Milestone to the Advertiser. If termination occurs, Milestone is no longer required to place any Advertisement in any of its Publications and all outstanding sums owed to Milestone by the Advertiser shall become due and payable immediately. Should the Advertiser wish to cancel a booking under an Advertising Agreement within fourteen (14) days from a confirmation of order a cancellation fee equal to 75% of the Fee is payable. Cancellations must be in writing on a formal letterhead from the Advertiser. If the Advertiser wishes to cancel a booking under an Advertising Agreement more than fourteen (14) days after a confirmation of order, it will incur the full Fee.
- Distribution of Publications
- The Advertiser acknowledges that Milestone may procure third parties to distribute its Publications or fulfill any of its obligations under the Agreement. The Advertiser acknowledges and agrees that where a Publication is distributed by a third party on behalf of Milestone, a written audit report from that third party confirming the extent (including the quantity and manner) of the distribution of the Publication in question shall be accepted by the Advertiser as conclusive evidence of the extent of that Publication’s distribution.
- Limitation of Liability
- The Advertiser expressly agrees that use of Milestone services is at the Advertiser’s risk. To the full extent permissible at law, Milestone’s liability for breach of any term implied into these terms by any law is excluded.
- To the fullest extent permissible at law Milestone’s liabilities and obligations, under or pursuant to these Terms are expressly limited to the provision of space for Advertisements in its Publications. In any event, Milestone’s liability to the Advertiser, if any, shall not exceed the total of the amounts paid by the Advertiser to Milestone relating to the service or product giving rise to the liability.
- While every endeavour will be made to ensure the insertion of Advertisements in accordance with the Advertiser’s instructions, to the fullest extent permissible at law no guarantee or warranty will be given or implied, nor any liability accepted for any loss or damage occasioned by any omission, mistake, error or misplacement of any Advertisement by Milestone and without limiting the foregoing, Milestone shall not be liable for any special, incidental, or consequential damages of any kind, or for loss of profits, loss of opportunity, loss of business or goodwill or interruption of business arising out of or in connection with these Terms or the Advertising Agreement however arising or wheresoever situated from any act, error or omission by Milestone in respect to any Advertisement placed or to be placed on the Advertiser’s behalf.
- No Warranty as to Advertising Response
- Milestone makes no representation or warranty, express or implied, as to the efficacy or suitability of any Advertisement placed in a Publication by or on behalf of the Advertiser, nor to the effectiveness, or outcome of, or response to such Advertisement, and the Advertiser’s liability to pay the Fee shall not be dependent in any way upon such efficacy, outcome of or response to the Advertisement.
- Entire Agreement: The Agreement is the entire agreement between Milestone and the Advertiser in respect of its subject matter and all conditions, warranties and terms implied by custom, general law or statute that are not expressly set out in the Agreement are excluded to the maximum extent permitted by law.
- Assignment: Milestone may assign any of its rights or obligations under the Agreement to any third party at any time without notice to the Advertiser. The Advertiser may not assign any of its obligations under the Agreement without the prior written consent of Milestone. The Advertiser must notify Milestone in writing within seven (7) days of any change of ownership of the Advertiser and fully indemnifies Milestone against any loss or damage suffered by Milestone as a result of the Advertiser’s failure to notify Milestone of such change.
- Force Majeure: If for any reason beyond the control of Milestone (including without limitation as a result of fire, flood, blackout, industrial action, theft, sabotage or equipment breakdown) Milestone cannot complete its obligations under the Agreement, Milestone shall be entitled to delay performance of the Agreement or terminate the Agreement at its absolute discretion and the Advertiser shall not make any claim for loss or damages in respect of such delay or termination.
- Waiver: No waiver of any right under the Agreement nor delay in enforcement or any other indulgence shall affect the rights of a party under the Agreement and all the rights and powers of that party will remain in full force and effect notwithstanding any such waiver, delay or other indulgence, unless otherwise agreed upon in writing between the parties.
- Severability: If any court of competent jurisdiction determines that any provision of the Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired. The offending provision or part shall be interpreted to whatever extent possible to give effect to its stated intent.
- No Merger: The obligations of the Advertiser in respect of agreements, consents, covenants and warranties contained in these Terms shall remain in full force and effect and are not extinguished upon termination of the Agreement.
- No Amendment: The Agreement shall not be varied except by a document in writing signed by the parties
- Governing Law and Jurisdiction: This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law, any dispute relating to the Agreement shall be determined and settled by Courts of England and Wales.