DEFINITIONS AND INTERPRETATION
NAILEX AFRICA PUBLISHING LTD (“NAP”) and the person, firm or entity, including, but not limited to, advertisers (“Advertiser”), their buying agencies (“Agency”) and organizations known as advertising or buying services (“Service”), applying for credit to purchase such advertising and seeking to purchase advertising space (collectively called “Buyer”) hereby agree that the following terms and conditions shall govern issuance of credit and purchase of advertising space by and in NAP’s print publication (“Magazines”) and/or website (“Website”): In these Conditions attaching to all Insertion Orders relating to print advertising contracts:
a) “Advertisement” means the advertisement submitted by the Advertiser including loose “insert” or other “insert” where appropriate.
b) “Cancellation” means the cancellation of either all or part of the remaining unperformed portion of the Insertion Order, unless the context of the relevant condition clearly refers to the cancellation of only specific insertion(s).
c) “Copy” means all material provided by the Advertiser for the Advertisement with the intention that such material should appear in the Publisher’s magazine.
d) “Insertion Order” means the insertion order between NAP and the Advertiser relating to each media buy agreed between the parties.
e) “Working Day” means any day other than Saturday, Sunday or any public holiday.
SUBMISSION AND PUBLICATION OF ADVERTISEMENTS
All Insertion Orders are subject to these Conditions and no variation or addition thereto shall be effective unless specifically agreed to in writing by NAP and the Advertiser.
The Publisher may revise advertisement rates at any time, and the prevailing rate at the time of the Insertion Order binds the parties only for the specific booking stated in that order.
The Publisher accepts all orders subject to approval of the Copy and receipt of any additional information reasonably requested to ensure the Copy meets acceptance standards. If the Publisher considers it necessary to modify space or alter the date or position of insertion or make any other alteration NAP shall notify the Advertiser of this as soon as possible. NAP reserves the right in its absolute discretion to require the Advertiser to amend any artwork, materials or copy for and relating to any Advertisement or to omit or suspend an Advertisement (for example if it is libellous, unlawful, defamatory, socially unacceptable, insensitive or otherwise contrary to editorial policy).
It is the Advertiser’s responsibility to check the correctness of the Advertisement.The Advertiser represents and warrants that all Advertisements submitted for publication comply with all applicable laws, legislation, regulations and industry codes of practice, and do not infringe the rights of any third party. The Advertiser further warrants that all Advertisements are legal, truthful, honest and decent. Upon submission, the Advertiser grants NAP and each Publisher a worldwide, non-exclusive, fully paid licence to reproduce and display the Advertisement, including all content, trademarks and brand features contained therein.
TECHNICAL SPECIFICATIONS FOR ARTWORK SUBMISSION
Please supply all art works in:
Portable Document Format (PDF) Press optimised (2400 dpi), with all high resolution graphics and fonts embedded. IF EDITING is required, accompany artwork with the font.
Adobe Illustrator, with text as outlines, and embedded images. and in high resolution 300dpi and in CMYK format. Text must not be embedded on pictures.
Adobe Photoshop, TIFF, EPS,350dpi, please make sure the document is 4 colour process (CMYK).
JPEG advert / artwork supplied will be rejected.
TERMS OF PAYMENT
a) NAP includes advertiser details, date, invoice number, PO (where applicable), ad specifications, and cost on all invoices.
b) The Buyer pays in full prior to each insertion. If payment delays occur, the Buyer pays within 15 working days of invoice receipt, unless NAP agrees in writing to extend credit up to 30 days.
c) NAP applies collection, legal, and court costs to late payments. NAP may cancel orders, refuse new ones, update account status, charge 4% monthly interest, and enforce all legal remedies.
d) The Buyer pays using the payment methods stated on the invoice.
e) The Advertiser, Agency, and Service remain jointly and severally liable for all charges until NAP receives full payment. Payment to third parties does not discharge liability to NAP.
f) NAP extends credit to Agencies on full liability terms. NAP does not recognize informal instructions as waivers unless it confirms them in writing. NAP may escalate unpaid Agency accounts to clients, collections, or legal action without limiting Agency liability.
g) NAP applies a $25 fee to returned checks. The Buyer replaces funds within 48 hours using certified payment methods. NAP may suspend services until it receives full payment.
h) The Buyer pays all collection, legal, and court costs arising from debt recovery actions.
i) The Buyer pays regardless of receipt of tearsheets (physical or electronic).
j) NAP treats incorrect rates in insertion orders as clerical errors and corrects them to prevailing rate card prices.
k) Only terms stated in this agreement or NAP rate schedules bind the parties. Sales staff do not have authority to modify terms.
TERMINATION / CANCELLATION
a) If a buyer cancels an advertisement less than 14 days before publication or insertion, NAP applies a 50% cancellation fee, which it may waive if it resells the space at an equal or higher rate.
b) If a buyer cancels less than 7 days before publication or insertion, NAP applies a 100% cancellation fee, which it may waive under the same resale condition.
c) If a buyer cancels after the deadline for a specific issue, NAP may substitute a previously published advertisement and charge the full contracted rate. NAP also applies full charges for late cancellations, whether or not it provides a substitute.
d) NAP accepts cancellations or changes only with at least 48 hours’ written notice before publication or insertion.
e) NAP accepts multi-insertion orders only in writing and requires written confirmation for their cancellation.
f) NAP assumes no liability for returning advertising materials unless the buyer submits a written request to retain them for up to 30 days.
g) Subject to the “Makegood” provision, buyers must submit error claims within 30 days of publication.
h) Cancellation of online insertion orders prior to completion of the requested run will not result in prorated refunds.
i) Advertisements must run within 12 calendar months of contract execution or Buyer forfeits 100% of associated fees.
RATES
Rates are reflected in published rate cards according to ad specifications ordered.
PLACEMENT, PRODUCTION AND DELIVERABLES
a) The Magazine or Website does not guarantee requested advertisement placement or positioning unless the Buyer pays a position charge.
b) NAP charges the Buyer at cost for all production work other than a PDF that meets NAP’s technical specifications.
c) The Buyer pays for composition work not used.
d) NAP calculates change charges based on current composition rates.
e) NAP is not responsible for errors caused by late delivery or missed proofing deadlines.
f) NAP limits liability to credit for affected space only and may issue “makegood” advertisements.
g) NAP does not guarantee circulation or readership levels.
h) The Buyer assumes full content responsibility and legal liability.
i) The Buyer must label advertorial content clearly.
j) NAP controls placement and classification unless agreed in writing.
k) Delivery shortfalls do not constitute breach; NAP issues “makegood” impressions.
EFFECT OF BREACH
a) NAP may cancel contracts for breach or non-payment. All unpaid charges become due immediately.
b) The Buyer may cancel upon NAP breach with prior notice.
FAILURE TO PUBLISH
Force majeure or external disruptions entitle NAP to provide “makegood” placements as sole remedy within 60 days.
ADVERTISING MATERIAL
a) Buyer supplies all materials and bears delivery costs.
b) Buyer submits instructions promptly in writing.
c) NAP is not liable for errors beyond space credit.
d) NAP may reject or cancel advertisements at its discretion.
e) Buyer is responsible for proof accuracy.
PRIVACY AND DATA PROTECTION
(Structured GDPR compliance obligations, data controller responsibilities, data subject rights, and processing rules apply as stated.)
INDEMNITIES
Buyer indemnifies NAP against all claims arising from advertising content.
GENERAL PROVISIONS
a) NAP complies with applicable laws.
b) NAP is not liable for loss or damage of materials.
c) Non-enforcement does not constitute waiver.
d) NAP may withdraw credit at any time.
e) Disputes must be raised within 30 days.
f) Credit checks are authorized.
g) Signatory confirms authority and accuracy.
h) Parties are jointly and severally bound.
i) Entire agreement clause applies.
j) Governing law applies.
k) Unclaimed property rules apply.
