Advertising Terms and Conditions
These Terms and Conditions shall apply to all Advertisements submitted to the Publisher. An Advertisementsubmitted to the Publisher for publication shall not be deemed to have been accepted unless and until eitherconfirmed in writing by the Publisher or the campaign commences and the first Advertisement appears in therelevant Publication. By submitting an Advertisement to the Publisher, the Customer agrees to be bound by theseTerms and Conditions and the Rate Card, even if it is acting as agent or buyer for the actual advertiser. For theavoidance of doubt, the Customer’s standard terms and conditions of purchase or any other standard terms andconditions shall not apply.
In these terms and conditions the following definitions shall apply:
"Actual Advertisement Placements" means the actual number of placements of an Advertisement inany Publication inany 12 month period preceding any anniversary of the Publication Date;
"Advertisement" means an advertisement published, reproduced or inserted in or on any Journal,E-Mail Campaign orDigital Format pursuant to an Advertisement Order;
"Advertisement Order" means any order for an Advertisement submitted to the Publisher for thepublication,reproduction or insertion of Material in or on any Publication;
"Digital Format" means any internet site, application or other digital format operated, ownedor controlled by thePublisher or any third party partner of the Publisher comprising its partner network;
"Expected Advertisement Placements" means the expected number of placements of anAdvertisement in any Publicationused to calculate the rates (prior to the Publication Date) the Customer will pay the Publisher;
"Candidate" means a user of the Site who applies for a Vacancy and/or replies to anAdvertisement through the Site;
"Customer" means the person or legal entity who submits an Advertisement Order, whether suchperson or legalentity is the advertiser of the relevant product or service, the Advertiser’s advertising agency, media buyer, ora recruiter representing a prospective employer;
"E-Mail Campaign" means any e-mail campaign undertaken by or on behalf of the Publisher;
"Journal" means any journal or other print publication published by or on behalf of thePublisher;
"Material" means any advertising material/copy, artwork, photographs or other materialprovided or to be providedby the Customer in connection with the Advertisement Order;
"Publication" means any Journal, Digital Format or E-mail Campaign;
"Publication Date" means the date the Customer’s Advertisement is first published in aPublication;
"Publisher" means the contracting entity set out on the invoice(s) submitted to the Customerby the Publisher,being either:
Macmillan Publishers Limited (company number 785998), registered in the United Kingdom whose registered officeisat The Campus, 4 Crinan Street, London N1 9XW, United Kingdom; or
Nature America Inc. of One New York Plaza, Suite 4500, New York NY 10004-1562, USA; or Nature Japan KK ofChiyoda Building 6F, 2-37 Ichigayatamachi Shinjuku-ku, Tokyo 162-0843, Japan.
"Rate Card" means the rate card of the Publisher as amended by the Publisher from time to timein accordance withclause 7.12;
"Recruiter Account" means the unique account provided to a Customer if an Advertisement Orderis accepted by thePublisher;
"Site" means www.naturecareers.com;
"Terms and Conditions" means the terms and conditions set out on this page as amended by thePublisher from timeto time in accordance with clause 7.12;
"Vacancy" means a job vacancy which is advertised through the Site.
PUBLICATION OF ADVERTISEMENTS
- 2.1. The Customer grants the Publisher an irrevocable, world-wide, royalty-free licence to reproduce,publish and republish the Advertisement within the relevant Publication (irrespective of the medium or platformin or on which it is published) in accordance with the provisions of the Advertisement Order.
- 2.2. The Publisher may reject, refuse, omit, postpone, cancel, or require changes to the whole or partof any Material, Advertisement Order or Advertisement submitted for insertion into a Publication at any time,whether or not it has accepted the Advertisement Order, including the dates for publication and positioning ofthe Advertisement, or to accept the Advertisement Order subject to additional conditions which will be notifiedby the Publisher to the Customer.
- 2.3. The Customer shall submit all Advertisements to the Publisher in accordance with the Publisher’sthen current technical specifications (as may be updated from time to time), the current version of which isavailable on request;
- 2.4. Save to the extent caused by its negligence, the Publisher shall not be responsible for any erroror omission in the insertion of any Advertisement, or for any damage or loss of any copy, electronic files,data, drawings or other materials supplied for the purpose of an Advertisement or any shrinkage or colouralteration that may occur during the normal course of production.
- 2.5. It is the Customer’s responsibility to ensure that all Advertisements are correct, accurate andnot misleading. The Publisher accepts no responsibility for any errors in an Advertisement including (withoutlimitation) any errors which arise as a result of any changes or alterations undertaken by the Publisher at theCustomer’s request. In respect of any Advertisement in a Journal, in the event of an error in a publishedAdvertisement as a result of a material typographical error caused by the Publisher, the Publisher agrees tore-run the Advertisement free of charge in the next available edition of such Journal.
- 2.6. The Customer acknowledges and agrees that any Advertisements published on any Digital Format maybe available on the Publisher’s network of partner Digital Formats. The Publisher reserves the right to add orremove a partner Digital Format from its partner network, at its sole discretion. The Publisher hereby disclaimsall responsibility and liability for the services, software and/or results of or provided by any of the DigitalFormats comprising the Publisher’s partner network.
- 2.7. The Publisher reserves the right, but not the obligation, to implement verification and securityprocedures in respect of all information provided or uploaded by the Customer.
- 2.8. By registering for Recruiter Account on the Site, the Customer shall be able to:
- i. upload, edit or remove Vacancy specifications and post, edit or remove Vacancies and companyinformation on the Site;
- ii. receive details of those Candidates that have applied for any Vacancies posted by theCustomer;
- iii. manage the process by which a Candidate can apply for a Vacancy;
- iv. access and use any other features and functionalities of the Site as may be provided by thePublisher to the Customer from time to time.
- 2.9. As applications from Candidates for Vacancies are submitted directly to the Customer, thePublisher does not store details of such applications. The Publisher is not able to recover details ofapplications if the Customer loses them.
- 2.10. The Publisher may, from time to time, post an Advertisement on a third party job listing siteand/or provide an Advertisement to a third party aggregator. In submitting an Advertisement, the Customerconsents to the Publisher doing so.
- 2.11. The Customer shall procure that all Vacancy specifications uploaded to the Site by the Customercontain the following information :
- i. Job title, job type and location;
- ii. the proper identity of the party recruiting for the Vacancy;
- iii. a detailed description of the role (including without limitation the nature of the work, anyduties and any deadline for submission of applications for the Vacancy);
- iv. a list of experience, training, qualifications, professional requirements and any otherinformation required from Candidates in respect of the Vacancy; and
- v. any relevant health and safety risks.
- 2.12. The Customer is solely responsible for:
- i. ascertaining the identity of Candidates;
- ii. verifying Candidates’ qualifications, skills, training and experience for the relevant Vacancy;
- iii. ensuring that Candidates have the necessary consents, permits, visas, licenses andauthorisations; and
- iv. procuring from Candidates all other information required to determine the Candidate’ssuitability for the relevant Vacancy.
- 2.13. The Customer shall at all times keep all information (including without limitation Candidates’CVs, communication and correspondences between the Customer and Candidates and all other information relating toCandidates and the recruitment process) secure and confidential and shall not disclose the same to any thirdparty without the prior consent of the relevant Candidate.
- 2.14. To the extent that the Employment Agencies Act 1973 and/or the Conduct of Employment Agenciesand Employment Businesses Regulations 2003 apply to any of the services that the Publisher provides via theSite, the Publisher provides such services in the capacity of an employment agency to help Candidates find thetype of employment they are looking for. The Publisher does not effect introductions between Customers andCandidates (or vice versa), and nor does the Publisher supply or propose Candidates to Customers. As such, thePublisher does not provide sufficient information for any Customer to:
- i. select a suitable Candidate;
- ii. ensure a Candidate has the requisite skills, training, experience or qualifications;
- iii. ensure a Candidate has the necessary consents, permits, visas, licenses and authorisations.
- 3.1. The Customer contracts with the Publisher as a principal and warrants and represents to the Publisherthat:
- 3.1.1. it has full capacity and authority to enter into a binding contract with the Publisher on theprovisions of these Terms and Conditions.
- 3.1.2. all information and Material supplied to the Publisher is true, accurate and not misleading,and nothing contained in it is liable to bring the Publisher or any Publication into disrepute;
- 3.1.3. the Material is not obscene, defamatory, fraudulent, misleading or libelous, and shall notgive cause, whether directly or indirectly, for any action to be brought against the Publisher for libel,fraud or publication of a false or misleading statement;
- 3.1.4. the Material will not infringe the intellectual property rights or any other rights(including without limitation any right of privacy or confidence) whatsoever of any third party or unfairlyprejudice the legitimate interest of any third party by implication or otherwise;
- 3.1.5. the Material complies with, and the Customer shall use the Site in accordance with, allapplicable legislation, laws, regulations and codes of practice (or similar) (including without limitation anyapplicable data protection, employment and discrimination legislation);
- 3.1.6. the Material complies with the requirements from time to time of English financial serviceslegislation both as to content and authorisation (including but not limited to the Financial Services andMarkets Act 2000);
- 3.1.7. the Material complies with the Committee of Advertising Practice’s British Code ofAdvertising, Sales Promotion and Direct Marketing and all other codes under the general supervision of theAdvertising Standards Authority or any successor body (as may be amended from time to time) and that withoutlimitation all material included within an Advertisement is accurate, legal, decent, honest and truthful;
- 3.1.8. it shall not represent to any third party that the Publisher in any way endorses theCustomer, the Advertisement and/or the Customer’s products or services;
- 3.1.9. it shall ensure that all Advertisements submitted for publication are clearly recognisable asadvertising and not designed to resemble editorial content. Where an Advertisement resembles editorial contentor advertorial, the Customer warrants that the Advertisement and the Material complies with the Publisher’sguidelines concerning advertisements that resemble editorial content which are available to the Customer onrequest;
- 3.1.10. where an Advertisement includes a competition, prize draw or similar promotion, the Materialcomplies with, and the competition, prize draw or promotion shall be conducted by the Customer, in accordancewith all applicable laws and regulations, and the Customer shall be responsible for the provision of allprizes;
- 3.1.11. the Material shall not indicate an intention to discriminate, and the Customer shall ensurethat all Vacancy specifications and any recruitment processes employed by the Customer do not discriminate, ongrounds of sex, race, religion, political belief, disability, ethnic origin, age or sexual orientation (unlesssuch an Advertisement is exempted from any statutory requirements relating to such forms of discrimination andthe Customer notifies the Publisher of the applicability of such an exemption at the time when theAdvertisement Order is submitted to the Publisher);
- 3.1.12. the Material shall not cause disruption to any computer, computer system, network or anyDigital Format, and shall be free from viruses or malicious code;
- 3.1.13. the Material shall not be prejudicial or damaging to the reputation of the Publisher or thePublications;
- 3.1.14. it shall provide the Publisher with all necessary Material by the date notified by thePublisher to the Customer, such date being of the essence. If the Customer fails to provide such Material bysuch date, the Customer acknowledges and agrees that the Publisher may not be able to fulfil its obligationsunder the Advertisement Order or these Terms and Conditions and accepts that the Publisher will not be liablefor any such failure to any extent or at all;
- 3.1.15. it shall not without the prior permission of the Publisher embed any tracking device,cookies, beacon, floodlight or other technological device in or as part of an Advertisement published on anyDigital Format that enables the Customer to track or analyse the online behaviour of any user to which suchAdvertisement is served;
- 3.1.16. it has all necessary rights, licences and consents (including where necessary regulatoryconsents and consents from persons or entities cited or quoted in the Material) needed to permit the Publisherto use, display, reproduce, insert or publish the Material pursuant to clause 2.1; and
- 3.1.17 the Customer shall not:
- (a) sell, promote or advertise any goods or services on the Site;
- (b) endorse or support a particular political party, political agenda, political position orpolitical issue;
- (c) endorse or support a particular religion;
- (d) include more than one Vacancy on a single Advertisement; or
- (e) re-sell any Advertisement/our services to any third party.
- 3.2. The Publisher warrants to the Customer that it shall use reasonable care and skill in carryingout its obligations under these Terms and Conditions. Except as otherwise expressly provided herein, allconditions, warranties, terms, prior representations, and undertakings express or implied, statutory orotherwise in respect of the services provided hereunder by the Publisher are to the fullest extent permittedby law expressly excluded.
- 3.3. Without limiting clause 3.2, the Customer agrees and acknowledges that the Publisher makes norepresentation or warranty:
- 3.3.1. that any publication of any Advertisement will be confined to persons resident in anyparticular legal jurisdiction(s);
- 3.3.2. as to the exact number of page impressions that will be delivered on specific dates duringan online campaign;
- 3.3.3. as to the quality of reproduction of Advertisements in any of the Publications;
- 3.3.4. the exact layout and format of any Publications which shall be in the discretion of thePublisher;
- 3.3.5. as to the availability of any Digital Format,
and in each case the Publisher accepts no liability to the Customer in respect of the same.
4. LIABILITY AND INDEMNITY
- 4.1. Nothing in this clause 4 shall be construed as excluding or limiting the Publisher’s liability fordeath or personal injury caused by its negligence or fraud.
- 4.2. Subject to clause 4.1, the Publisher shall not be liable to the Customer in contract, tort(including negligence) or otherwise for any indirect, consequential or special loss or any loss of Material,loss of profits, loss of business, loss of contracts, loss of orders, loss of revenue, loss of goodwill, loss ofdata or loss of anticipated savings.
- 4.3. Subject to clause 4.1, the liability of the Publisher in respect of any and all other claims(whether in contract or tort) arising out of or in connection with an Advertisement or Advertisement Order shallnot exceed the amount the Customer has paid the Publisher in connection with that Advertisement or AdvertisementOrder.
- 4.4. The Customer agrees to on demand fully indemnify and keep fully indemnified the Publisher, itsdirectors, agents and employees against any and all losses, liabilities, costs, claims, damages, demands,expenses and fees (including but without limitation legal and other professional fees) suffered or incurred bythe Publisher arising out of or in connection with:
- 4.4.1. any other breach of these Terms and Conditions by the Customer; or
- 4.4.2. any actual or potential infringement of a third party’s intellectual property rights;
- 4.4.3. the publication by the Publisher of an Advertisement in accordance with an AdvertisementOrder.
- 5.1. The Customer shall pay the Publisher for all Advertisements submitted to the Publisher (and which areaccepted by the Publisher) in accordance with this clause 5.
- 5.2. Rates for Advertisements are specified in the Rate Card or as may otherwise be agreed and/or notified inwriting to the Customer from time to time. All rates are exclusive of VAT (or any other sales tax) which shallbedue and payable by the Customer to the Publisher in addition.
- 5.3. Unless otherwise agreed by the Publisher in writing, the Publisher shall invoice the Customer for allamountsas they become due, which shall be after the date of first publication of the applicable Advertisement.
- 5.4. The Customer shall pay all invoices within 30 days of the date of the invoice.
- 5.5.Without prejudice to any other rights or remedies that the Publisher may have, if the Customer fails to paythe Publisher on the due date for payment, the Publisher may:
- 5.5.1. claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and the Customer shall pay the interest immediately on demand; and
- 5.5.2. remove any and all Advertisements the Publisher may have in any Publications until payment has been made in full.
- 5.6. If, on the anniversary of the Publication Date and where applicable:
- 5.6.1. the number of Actual Advertisement Placements is less than the number of Expected Advertisement Placements for the preceding 12 month period, the Customer shall not be entitled to a refund of any amount from the Publisher;
- 5.6.2. the number of Actual Advertisement Placements is greater than the number of Expected Advertisement Placements for the preceding 12 month period, the Publisher shall apply the relevant rate (as set out in the Rate Card) applicable to the number of Actual Advertisement Placements. In the event that the Customer still owes any amount to the Publisher (notwithstanding the application of a lower rate pursuant to the Rate Card), the Publisher may invoice the Customer for such amount which shall be payable by the Customer in accordance with clause 5.4
- 5.7. The Customer may terminate any Advertisement in accordance with clause 6.1. The Customer has no other rights of cancellation. In the event that the Customer cancels an Advertisement other than in accordance with clause 6, the Customer acknowledges and agrees that it shall remain fully liable to pay to the Publisher for the Advertisement.
- 5.8. The Publisher reserves the right to change the rates in the Rate Card at any time and to publish the amended rates on its website. The then current prevailing Rate Card is available to the Customer on request from the Publisher advertising department.
- 6.1. Once an Advertisement Order has been accepted by the Publisher, the Customer may only cancel or alter the Advertisement, the Materials or the Advertisement Order up to 8 weeks from the agreed insertion date of the Advertisement in the relevant Publication. On the expiry of this date, the written consent of the Publisher is required for any and all cancellation or alteration pursuant to this clause 6.1. If such consent is not granted then the Customer will be liable for all sums due to the Publisher pursuant to clause 5.7.
- 6.2. Without prejudice to any other rights or remedies which the Publisher may have, the Publisher may terminate the contract between it and the Customer (without any liability) immediately on giving notice to the Customer in the event that if:
- 6.2.1. the Customer fails to pay any amount due to the Publisher on or by the due date for payment; or
- 6.2.2. the Customer commits a material breach of any of the material Terms and Conditions; or
- 6.2.3. the Customer repeatedly breaches any of these Terms and Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms and conditions; or
- 6.2.4. the Customer enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction); becomes insolvent; ceases or threatens to cease to carry on business; compounds or makes any voluntary arrangement with its-creditors; becomes subject to an administration order; is unable to pay its debts as they fall due; has an encumbrancer take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets; takes or suffers any similar action due to debt; or if the equivalent of any of the above events under the law of any jurisdiction occurs in relation to the Buyer.
- 7.1. The Publisher reserves the right to place the word "Advertisement" in any Advertisement containing Material which the Publisher considers, in its sole opinion, to too closely resemble editorial content.
- 7.2. With the exception of the Customer’s payment obligations, neither the Publisher nor the Customer shall be liable to each other for any failure to comply with the provisions of these Terms and Conditions as a result of any event beyond the reasonable control of either of them.
- 7.3. Any notice or correspondence required to be given under these Terms and Conditions may be delivered personally or sent by prepaid registered post to the other party at the addresses set out in the Advertisement Order, or such other address as may be notified in accordance to the other party from time to time. Any notice so sent shall be deemed to have been duly given upon delivery at the address of the relevant party.
- 7.4. If any provision of these Terms and Conditions is held for any reason to be ineffective or unenforceable (in whole or in part) this shall not affect the validity or enforceability of the other Terms and Conditions set out herein, which shall remain in full force and effect.
- 7.5. A waiver by the Publisher of any breach if these Terms and Conditions will not be treated as a waiver of any subsequent breach of the same or any other provision by the Customer.
- 7.6. No third party shall have any rights to enforce these Terms and Conditions against the Publisher.
- 7.7. These Terms and Conditions and the Rate Card (both as amended from time to time in accordance with clause 7.12) shall constitute the entire agreement between the parties with regard to its subject matter and shall supersede all prior understandings, commitments and undertakings that either party may have given.
- 7.8. The contract between the Customer and the Publisher is personal to the Customer. The Customer may not assign, sub-license, sub-contract, transfer or charge the contract or any part of it without the prior written consent of the Publisher.
- 7.9. If the Publisher’s invoice(s) submitted to the Customer indicate that the Publisher’s contracting entity is Nature America, Inc then these terms and conditions shall be governed by the laws of the State of New York without regards to any conflict of law provisions. Subject to clause 7.11, the parties submit to the exclusive jurisdiction of the courts located in New York, New York.
- 7.10. If the Publisher’s invoice(s) submitted to the Customer indicate that the Publisher’s contracting entity is either Macmillan Publishers Limited or Nature Japan KK (or it is unclear or ambiguous having regard to such invoice(s)) then these terms and conditions will be subject to the laws of England and Wales. Subject to clause 7.11, the Customer and the Publisher acknowledge and agree that the courts of the England and Wales will have exclusive jurisdiction to settle any such dispute which may arise out of these Terms and Conditions and shall submit all disputes to the jurisdiction of those courts.
- 7.11. Notwithstanding the provisions of clause 7.9, for the Publisher’s exclusive benefit and to the extent possible in the applicable jurisdiction, the Publisher retains the right to bring or enforce proceedings as to the substance of the matter in the courts of the country of the Customer’s residence or, where these Terms are entered into in the course of the Customer’s trade or profession, the country of the place of business in which these Terms were agreed to or (if different) the country of Customer’s principal place of business.
- 7.12. The Publisher may from time to time modify these Terms and Conditions or the Rate Card by publishing any changes online. The Customer should check online before placing an Advertisement Order since by placing an order for the insertion of an Advertisement, the Customer agrees to be bound by any updates to such Terms and Conditions or Rate Card.
- 7.13. No variation or addition to these Terms and Conditions without the prior written consent of the Publisher shall be effective unless agreed to in writing by the Publisher and any additional terms the Customer may seek to impose shall be void and/or unenforceable.
- 7.14. The parties do and shall, in the performance of their respective obligations under these Terms and Conditions comply at all times with all relevant laws, statutes and regulations applicable to their activities, including in particular all applicable laws and regulations concerning the prohibition of bribery, corruption, improper gifts and payments, at all times.