TERMS AND CONDITIONS FOR ADVERTISING ON GHANAWEB
This document sets out the terms and conditions upon which Advertiser and Publisher Solutions Ghana Limited (The Publisher) contracts with the Advertiser. By signing the insertion order, the Advertiser agrees to all of the terms and conditions.
The documents which form part of the Contract are:
- These standard Advertiser and Publisher Solutions Ghana Limited (hereinafter called ADPU”) Terms and Conditions
- Signed insertion order.
When do these terms apply?
These terms will apply when the Advertiser agrees with the insertion order by either signing the insertion order, accepting by email or to support the execution of the advertisement placement as described in the insertion order that was communicated to Advertiser and agreed by advertiser.
1) INTERPRETATION: In this contract:
- ‘Advertisement’ means a digital advertisement which is any display advertising, promotional or similar material (including banners and sectional/mobile takeovers) delivered on the website (including all desktop and mobile optimized sites), mobile application or social media profile which is owned, operated or controlled by Africaweb Publishing BV, as specified in the insertion order..
- ‘Advertiser’ means the company or person (as the case may be) that is the distributor/owner of the product, service or brand which is being promoted in the advertisement.
- ‘Agreement’ means these terms and conditions together with the insertion order.
- ‘Assets’ means any and all text, graphics, digital files and accompanying product or other information, provided by the Advertiser or any person acting on its behalf, which is used for or incorporated into an advertisement.
- ‘Visual Advertisement’ means any visual material created and/or delivered pursuant to this agreement for advertising, promotion, or similar purposes and which is (i) intended for display on the website owned, operated and controlled by AfricaWeb Publishing BV and/or (ii) intended for communication on certain third party owned platforms.
- ‘Publisher Material’ means any material, whether digital or any other form, which belonged to Advertiser and Publisher Solutions Ghana Limited prior to the date of this Agreement and/or which is otherwise developed and delivered by Advertiser and Publisher Solutions Ghana Limited for the campaign.
- ’Authorized representative’ means the person who signs on the insertion order and is responsible for satisfying all payment obligations under this Agreement.
- ‘Campaign’ means the promotional campaign detailed in the insertion order consisting of a series of advertisements.
- ‘Campaign start date’ means the start date of the campaign as detailed in the insertion order or (if not detailed on the Insertion Order) the date that the first advertisement for the campaign is uploaded on www.ghanaweb.com.
- ‘Intellectual Property ‘means any and all patents, service marks, designs, utility models, unregistered or registered trademarks, business or trade names, copyright, design rights, know-how and all other similar rights of a corresponding nature.
- ‘License’ shall have the meaning given in clause 7.2.
- ‘Insertion Order’ means the written or electronic sales order or confirmation document provided by Advertiser and Publisher Solutions Ghana Limited to the Advertiser confirming details of the campaign and is meant to be signed by Advertiser before the campaign start date
- ‘Term’ shall have the meaning set out in clause 2.
- This Agreement commences on the earlier of:
- The date the Advertiser signs the insertion order or
- The date the Advertiser confirms by their action or written communication (which may be via email) their acceptance of the insertion order or
- The campaign start date.
- This agreement shall continue until the final advertisement in the campaign has been published or taken down from GhanaWeb’s website (whichever is later). However, all terms which are expressly stated or are, by their nature, clearly intended to continue, shall continue beyond expiry or earlier termination of the term.
- Advertiser and Publisher Solutions Ghana Limited shall publish the Advertisements to the public in accordance with the insertion order. In addition, if detailed in the insertion order, Advertiser and Publisher Solutions Ghana Limited shall develop and create the advertisements for the campaign at an extra cost which shall be specified in the insertion order.
- The parties shall cooperate in good faith to ensure the campaign is developed and delivered in accordance with the specifications and deadlines set out in the insertion order.
- Advertiser and Publisher Solutions Ghana Limited shall endeavor to be flexible and to work with the Advertiser to agree to appropriate time frames for delivery of assets and/or communicating approvals. Approval and delivery deadlines shall be agreed between Advertiser and Publisher Solutions Ghana Limited and the Advertiser and recorded, in writing, email being sufficient for such purposes. In the absence of such agreement, the following deadlines shall apply.
- i) If Advertiser and Publisher Solutions Ghana Limited is responsible for the development and creation of advertisements [parties commit to the work process as explained in Annex 1].
- Advertiser and Publisher Solutions Ghana Limited represents and warrants that:
- It is entitled to enter into this agreement and to perform the obligations set out in it.
- In the fulfillment of its obligations under this agreement, it shall comply with all applicable laws and
- It shall perform its obligations under this agreement in accordance with reasonably accepted industry practice.
- The Advertiser represents, warrants and undertakes that:
- It is entitled to enter into this agreement and to grant the rights and perform the obligations as specified in this agreement.
- It will give Advertiser and Publisher Solutions Ghana Limited written notice of any change of its name, trading style, identity or trading premises immediately (and in no more than five (5) working days of such change).
- It has obtained or will obtain clearance (and shall pay all costs, royalties and expenses related to the same) necessary for Advertiser and Publisher Solutions Ghana Limited’s exploitation of the assets for the purposes of the campaign and therefore Advertiser and Publisher Solutions Ghana Limited’s use of such assets will not violate or infringe any third party intellectual property, privacy, moral, or other proprietary rights.
- All information supplied to Advertiser and Publisher Solutions Ghana Limited for use in connection with an advertisement (including that which is contained within Assets) is accurate, complete and true.
- The assets and Advertiser and Publisher Solutions Ghana Limited’s use of them in accordance with this agreement complies with applicable law and will not constitute a libel or slander, nor be offensive or indecent, nor, if published would promote discrimination based on sex, race, religion, disability or age and
- The assets do not contain viruses, bugs, worms, Trojan horses, harmful codes or other form of defect or contamination which could cause temporary or permanent damage to or will otherwise impair or harm or cause the malfunction of the software or hardware of any platforms on which advertisements will be delivered pursuant to this agreement;
- If the Advertiser is entering into this agreement as an agent or media buyer for its advertising client, the Advertiser represents and warrants that it is contracting with Advertiser and Publisher Solutions Ghana Limited as principal and is acting under the express authority of its client. The Advertiser will indemnify Advertiser and Publisher Solutions Ghana Limited and shall keep Advertiser and Publisher Solutions Ghana Limited fully and effectively indemnified from and against any claims made by the advertising client which concern the Advertiser not having such authorization.
- Advertiser and Publisher Solutions Ghana Limited may, in its sole (but reasonable) discretion and without liability to the Advertiser, refuse to publish an advertisement or if publication has already commenced it may refuse a future publication or require the advertisement to be amended prior to any future publication to:
- Comply with any legal or moral obligations placed on Advertiser and Publisher Solutions Ghana Limited or the Advertiser;
- Avoid, or attempt to avoid, infringing a third party’s rights or applicable law and
- To avoid or remedy the potential risk of bringing Advertiser and Publisher Solutions Ghana Limited into disrepute or harming its reputation.
- Advertiser and Publisher Solutions Ghana Limited will not be bound by a request to cancel a campaign or any part thereof unless it receives written notification at least three (3) working days prior to the campaign start date. If a cancellation notice is received prior to this deadline, the Advertiser will only be liable to pay the production charges for services Advertiser and Publisher Solutions Ghana Limited has undertaken prior to receipt of the cancellation notice, which shall be confirmed to the Advertiser, in writing, following Advertiser and Publisher Solutions Ghana Limited’s receipt of the cancellation notice.
- Cancellation notices received less than three (3) working days before the campaign start date, regardless of when the campaign was booked, shall not (even if followed by Advertiser and Publisher Solutions Ghana Limited) affect the Advertiser’s liability to pay all charges for the campaign in accordance with clause 6, below.
- Advertiser and Publisher Solutions Ghana Limited reserves the right to withdraw, or adjust at its discretion, any discount given to the Advertiser for a campaign if it is not completed because it is canceled pursuant to clause 5.1, above.
CHARGES AND PAYMENT
- The charges payable to Advertiser and Publisher Solutions Ghana Limited for the campaign shall be as specified in the insertion order. The Advertiser shall be invoiced on commencement of this agreement. On prepayment terms of 50 % upfront. – Notwithstanding clause 6 above, Advertiser and Publisher Solutions Ghana Limited may (at its discretion) agree to allow credit to the Advertiser, in which case, unless otherwise detailed in the insertion order all invoices must then be paid within twenty (20) days of the date of the relevant invoice.
- Payment must be made to Advertiser and Publisher Solutions Ghana Limited by: cheque delivered (with receipt acknowledged) to its principal place of business: 79 Nii Bonne Crescent, Dzorwulu, Accra OR Electronic transfer to Advertiser and Publisher Solutions Ghana Limited’s bank account, as detailed on its invoice.
- All charges stated in the insertion order are exclusive of Value Added Tax (VAT) which shall be payable in addition and at the rate from time to time in force.
- For the purposes of this agreement, time of payment shall be of essence.
- If payment of the invoice has not been made in time, Adpu is entitled to charge interest on any outstanding payments at the rate of 2% per month above the base rate of Zenith Bank Ghana Limited accruing from and including the date that payment fell due until and including the date of actual payment, both before and after judgment.
INTELLECTUAL PROPERTY RIGHTS
- The Advertiser hereby grants Advertiser and Publisher Solutions Ghana Limited a non-exclusive, royalty-free license during the term to use and reproduce all intellectual property rights in and to the assets for creation and delivery of the campaign pursuant to this agreement and/or for any other purpose in connection with the fulfillment of Advertiser and Publisher Solutions Ghana Limited’s obligations under this Agreement.
- All intellectual property rights in and relating to the assets shall at all times remain vested in the Advertiser and nothing in this agreement shall be construed as an assignment by the Advertiser of any such intellectual property rights and all goodwill and rights arising in or generated by the use of such intellectual property pursuant to this agreement will accrue to and inure to the benefit of the Advertiser.
- At the end of the campaign, Advertiser and Publisher Solutions Ghana Limited shall no longer be entitled to use the
Advertiser’s intellectual Property, save that the Advertiser grants Advertiser and Publisher Solutions Ghana Limited perpetual and royalty-free license to use the assets, as the same may appear within the advertisements, for Advertiser and Publisher Solutions Ghana Limited’s internal business uses and to promote its advertising services to other potential advertisers.
LIMITATION OF LIABILITY
- This clause 8 sets out the entire liability of one party to the other and, except as provided in this section, all other liability is excluded.
- It is the responsibility of the Advertiser to check, when it is provided by Advertiser and Publisher Solutions Ghana Limited for approval, the correctness and factual accuracy of each draft advertisement and that such draft advertisement complies with the Advertiser’s requirements and applicable law, especially but without limitation, those applicable laws which are specific to the Advertiser’s industry.
- Advertiser and Publisher Solutions Ghana Limited will not be responsible for any errors in any advertisement which has been approved by the Advertiser.
- If, after it has given its approval pursuant to this agreement, the Advertiser notices an error in an advertisement, it should notify Advertiser and Publisher Solutions Ghana Limited immediately and in writing (email being sufficient for such purposes). Following such notification, Advertiser and Publisher Solutions Ghana Limited shall remove the advertisement from its website or cancel any future advertisement. If Advertiser and Publisher Solutions Ghana Limited fails to do so or if during the approval process, Advertiser and Publisher Solutions Ghana Limited fails to correct an error identified by the Advertiser, then Advertiser and Publisher Solutions Ghana Limited shall either:
- If possible, not charge the Advertiser for delivery of that advertisement or ii) If the charge has already been paid, republish a corrected advertisement, without charge, extending the campaign term, if necessary or if for any reason the website goes down, client will be reimbursed for the duration that the site is down with no obligation to refund any money or part thereof paid to Advertiser and Publisher Solutions Ghana Limited.
iii) To give notice to the advertiser if the site goes down at any particular date or time
- iv) Change the banner on the site at the request of the client at no additional cost.
- v) If the media charge has already been paid and it is not possible to republish the advertisement, credit the Advertiser (for the benefit of the Advertiser if the Advertiser has entered this agreement on their behalf) the charge associated with delivery of the advertisement(s) containing the error, such credit may then be used in any subsequent advertising or promotional campaign the Advertiser books with Advertiser and Publisher Solutions Ghana Limited.
- Any complaint, claim or query (whether in relation to an advertisement or an invoice) must be raised with Advertiser and Publisher Solutions Ghana Limited in writing (email being sufficient for such purposes) within ten (10) days of either:
- The date on which the advertisement should have been or has been live on www.ghanaweb.com
- The date of receipt by the Advertiser of the invoice giving rise to the complaint, claim or query. The raising of a complaint, claim or query shall not affect the Advertiser’s liability to pay all charges for the Campaign.
- Advertiser and Publisher Solutions Ghana Limited shall not be liable for failure to perform its obligations hereunder, to the extent that such failure arises from or is attributable to acts, events, omissions or accidents beyond its reasonable control including but not limited to any of the following: fires, Acts of God, flood, earthquake, windstorm or other natural disaster, strikes, interruption or failure of a utility service, system failure, failure of the internet, terrorism, key employees not being available to perform the services through death, illness or departure or governmental restriction.
- Advertiser and Publisher Solutions Ghana Limited shall also not be liable to the Advertiser for the failure, corruption, interruption, virus infestation or malfunction of any website or other digital platform, including but without limitation to any third-party media platform.
- Advertiser and Publisher Solutions Ghana Limited will not be liable to the Advertiser if the success of the campaign is less than anticipated.
- The Advertiser will indemnify Advertiser and Publisher Solutions Ghana Limited and shall keep Advertiser and Publisher Solutions Ghana Limited fully and effectively indemnified and hold Advertiser and Publisher Solutions Ghana Limited harmless from and against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or reasonably foreseeable as a result of the Advertiser’s breach or non-performance (and, if an Advertiser has entered into this agreement on behalf of its advertising client, any breach or non-performance by that advertising client) of any representation, warranty or other term of this agreement.
- Nothing in this agreement limits or excludes the liability of a party for death or personal injury resulting from its negligence or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.
- All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
- Advertiser and Publisher Solutions Ghana Limited shall not be liable to the Advertiser for loss of profits, business, goodwill and/or similar losses or loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information, or any special, indirect or consequential loss, costs, damages, charges or expenses.
- Advertiser and Publisher Solutions Ghana Limited’s total liability to the Advertiser in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall be limited to the total charges payable for the advertisement in question.
- Advertiser and Publisher Solutions Ghana Limited may terminate this agreement at any time and without reason by serving three (3) days’ written notice to the Advertiser.
- For any termination by Advertiser we refer to article 5 (Cancellation).
- Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, if a party (the “Defaulting Party”):
- commits a material breach of this agreement which is not capable of remedy or, if capable, is not remedied within 15 days of the other party’s written notice giving details of the breach and requiring its remedy;
- Suspends, threatens to suspend, admits inability or is deemed unable to pay its debts as they fall due.
- If the party is an individual who dies or, by reason of illness or incapacity is incapable of managing his or her own affairs or has a change of control or ownership:
- Advertiser and Publisher Solutions Ghana Limited shall be entitled (at its discretion) to suspend the campaign until the breach is remedied or to terminate this agreement, without liability, immediately by giving written notice to the Advertiser and any balance of the charges payable for the campaign which are outstanding shall become due and payable immediately.
- However, if the defaulting party is Advertiser and Publisher Solutions Ghana Limited, the Advertiser may terminate this agreement immediately by giving written notice to Advertiser and Publisher Solutions Ghana Limited.
- Unless expressly stated in this agreement, on expiry or termination of this agreement, all rights and obligations of the parties and the licenses granted herein shall also come to an end.
- In addition to the provisions above, Advertiser and Publisher Solutions Ghana Limited shall also be entitled to:
charge a 25% administration charge if any cheque drawn in its favor by the Advertiser in purported satisfaction of any unpaid invoice is dishonored on presentation and
- instruct a debt collection agency to recover any sum due and all charges incurred by Advertiser and Publisher Solutions Ghana Limited as a result of such instruction shall be payable by the Advertiser. All additional charges are payable within 7 days of Advertiser and Publisher Solutions Ghana Limited’s invoice.
- The terms of this agreement (but not its existence), and any other information notified by one party to the other as being confidential, shall be kept strictly confidential at all times, unless required by law, order of a court of competent jurisdiction, in which event the disclosing party shall notify the other party as promptly as possible (and, if at all possible, prior to the making of any such disclosure) and shall use its reasonable commercial endeavors to ensure that such information continues to be treated as confidential.
- Notwithstanding the foregoing, the parties shall be entitled to disclose any such confidential information on a “need-to-know” basis under the same obligations of confidentiality as in this Agreement, to its professional advisors, employees, officers, contractors, agents and affiliated companies.
- No waiver or indulgence by Advertiser and Publisher Solutions Ghana Limited shall be effective save in relation to the matter in respect of which it was specifically given.
- The Advertiser may not assign this agreement in whole or in part to any other party.
- These terms and conditions together with the insertion order constitute the whole agreement between Advertiser and Publisher Solutions Ghana Limited and the Advertiser concerning the campaign and supersede all previous agreements relating to the same. If there is any conflict between these terms and conditions and the insertion order, the insertion order shall prevail.
- A person who is not a party to this agreement shall have no rights to enforce any of its terms whether under the contract law or otherwise.
- This agreement which incorporates these terms shall be construed under and governed by the laws of Ghana and the parties submit to the exclusive jurisdiction of the courts of the Republic of Ghana.
ANNEX – WORKFLOW CREATION DIGITAL ADVERTISEMENT
- Advertiser and Publisher Solutions Ghana Limited and the Advertiser shall determine the concept and relevant details of each advertisement prior to the campaign start date;
- The Advertiser shall then deliver to Advertiser and Publisher Solutions Ghana Limited all assets necessary for development of the advertisement (in the format and style agreed in advance) at least three (3) working days before the campaign start date.
- If Advertiser and Publisher Solutions Ghana Limited requires the Advertiser to amend any Assets, the Advertiser shall provide such amended Assets within three (3) days or such other reduced timeframe to ensure that the amended assets are received at least 24 hours before the campaign start date
- Advertiser and Publisher Solutions Ghana Limited shall consult with the Advertiser at all material stages of the development process and shall submit a draft advertisement to the Advertiser for final approval (such approval not to be unreasonably withheld or delayed) prior to the campaign start date.
- The Advertiser must communicate its approval of (or, if it does not approve, its comments on) the draft advertisement as soon as possible, and within no more than five (5) days of receiving the draft advertisement from Advertiser and Publisher Solutions Ghana Limited. Failure to do so (non-communication) shall be deemed acceptance of the draft Advertisement. If the Advertiser does not approve of the draft Advertisement, it shall provide Advertiser and Publisher Solutions Ghana Limited with written details (in accordance with the 5-day timeframe) of the changes required and, provided such changes are not materially different from the detail set out in the insertion order, Advertiser and Publisher Solutions Ghana Limited shall use its reasonable commercial endeavors (subject to restrictions imposed by applicable laws) to incorporate such changes prior to and in time for delivery on the campaign start date.
- The Advertiser’s delay or failure in communicating its required changes to the draft advertisement shall be deemed acceptance of the draft advertisement, which Advertiser and Publisher Solutions Ghana Limited shall then deliver in accordance with this agreement.