Terms
Terms & Conditions
Interpretation
In these terms and conditions, the following definitions apply:
Advertising: the advertising, promotional and other services which may include digital and traditional printed advertising, e-mail and e-newsletter distributions ordered by the Client the full details of which are set out in Insertion Order.
Agreement: these terms and conditions along with the corresponding Insertion Order
Client Advertisement: any advertisement which may be provided by the Client to Pearl Times in accordance with the Insertion Order and the terms of this Agreement with the intention of that advertisement being published by Pearl Times in connection with the Advertising.
Client IP: all Intellectual Property Rights owned by (or licensed to) the Client forming part of the Advertising and/or the Event Materials, as applicable.
Commencement Date: the date on which Pearl Times either countersigns the Insertion Order or issues written acceptance of the Insertion Order.
Confidential Information: all confidential information (however recorded or preserved) disclosed by a party in connection with this Agreement which is either labelled as confidential or would be regarded as confidential by a reasonable business person.
Event: the event or events set out in the Insertion Order.
Event Materials: all text, images, graphics, photography, audio and/or visual content provided by the Client to Pearl Times in accordance with the Insertion Order and the terms of this Agreement to be used in connection with the Event.
Force Majeure Event: any acts, events, omissions or accidents beyond the reasonable control of the affected party, including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Pearl Times or any other party), failure of a utility service or transport or telecommunications network, accident, breakdown of plant or machinery, fire, flood, storm, any restriction or measures imposed in connection with a pandemic, epidemic, public health emergency, act of God, war, riot, civil commotion, malicious damage, compliance with any law or acts of any governmental or local or other duly constituted authority order, rule, regulation or direction, or default of suppliers or sub- contractors.
Governing Jurisdiction: the location of the Pearl Times entity as detailed in the Insertion Order
Intellectual Property Rights: patents, patent applications, know-how, trade marks, trade mark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights whether registered or unregistered, created, developed, subsisting or used in connection with this Agreement and whether in existence at the Commencement Date or created in the future in any part of the world.
Insertion Order: the attached insertion order which sets out details of the Client’s order and other key terms of this Agreement.
Pearl Times: the legal entity as detailed on the Insertion Order
Pearl Times Publication: all text, images, graphics, photography, audio and/or visual content, whether printed or online or an any other medium, published by or on behalf of Pearl Times.
Payment Date: the date by which payment of the Price must be made as expressly set out in the Insertion Order or if no such provision is made in the Insertion Order or for any other invoices relating to this Agreement such date as is determined in accordance with clause 7. It reserves the rights to amend the T&C time to time.
Price: the price payable by the Client for the Services as is set out on the Insertion Order.
Services: the Advertising and/or Sponsorship services, the full details of which are set out in Insertion Order.
Sponsorship: the advertising, promotional and other services in connection with an Event ordered by the Client, the full details of which are set out in Insertion Order.
Website: the Pearl Times website to which the Advertising is linked as detailed in the Insertion Order.
Basis of contract
2.1. The Client’s delivery of an Insertion Order to Pearl Times constitutes an offer to purchase Services pursuant to and in accordance with this Agreement. The Client shall have the right to cancel or amend any Insertion Order delivered to Pearl Times only if Pearl Times has not yet accepted the Insertion Order. Any Insertion Order given by Pearl Times is only valid for 14 days after the date issued unless otherwise agreed in writing by Pearl Times and Pearl Times has the right, in its sole discretion, to accept or reject any Insertion Order.
2.2. Where an Insertion Order is delivered to Pearl Times by an agent of the Client and Pearl Times accepts the Insertion Order, the Client and agent shall be jointly and severally liable for all of the obligations of the Client under this Agreement.
2.3.This Agreement constitutes the entire agreement between the parties and replaces and supersedes all other prior oral and written agreements. Unless otherwise agreed in writing, any Client conditions of contract which are included with any acknowledgement of the Insertion Order, invoice or any other documentation along with any other terms that the Client may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing are expressly excluded from this Agreement and shall not be deemed to become part of same by virtue of Pearl Times’s delivery of the Services or otherwise.
2.4.THE CLIENT ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY STATEMENT, PROMISE, REPRESENTATION, ASSURANCE OR WARRANTY MADE OR GIVEN BY OR ON BEHALF OF PEARL TIMES WHICH IS NOT SET OUT IN THIS AGREEMENT AND ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED BY LAW AND/OR CONTRACT ARE HEREBY EXCLUDED, IT IS FURTHER ACKNOWLEDGED THAT PEARL TIMES’S LIABILITY FOR THE SERVICES SHALL CEASE UPON COMPLETION OF THE SERVICES.
2.5. The Client represents, warrants and covenants to Pearl Times that:
it has the full right and authority to enter this Agreement;
at the time of use any statement, claim, or representation made in the Advertising and/or Event Materials will be supported by competent and reliable prior substantiation in accordance with all applicable laws and shall comply with all other applicable laws regarding privacy (including personal information), contests, deceptive trade practices, fair competition and consumer protection;
nothing in any Advertising and/or Event Materials will be defamatory, libelous, slanderous or otherwise unlawful;
it has and will retain all rights, licenses, clearances and approvals necessary to lawfully use, and authorize Pearl Times to use, the contents and subject matter contained in the Advertising and/or Event Materials;
any Advertising and/or Event materials will comply with any guidelines issued by Pearl Times;
if the Event is a physical event, it will observe and ensure that all its employees, agents, sub-contractors and any other representatives observe all health and safety and other guidelines issued in relation to the Event venue;
it will not make promotional or merchandising reference to any Website, Pearl Times Publication or Event, including without limitation the reproduction of any of the contents thereof, in any way without the prior written permission of Pearl Times in each instance.