These standard terms of business provided by ITSecurityGuru Limited. (The Service Provider) are designed to ensure that The Service Provider can deliver the agreed work for you (The Client) in an efficient and timely manner. In particular, The Service Provider wants to avoid delays as a result of client organisations failing to provide the assistance or material required. It is The Client’s responsibility to assist The Service Provider in preparing materials for use in the format and timeframe required by The Service Provider. The Service Provider will take reasonable steps to help and accommodate The Client in this regard.
In delivering the services outlined in The Order, the Service Provider intends to deliver work in line with industry standards. The Client understands that a working relationship with The Service Provider does not constitute an endorsement from, or association with (implied or otherwise), The Service Provider or any other project partner. Project partners may be subject to change at The Service Provider’s discretion. The Service Provider takes measures to ensure data protection compliance. Please note that The Service Provider reserves the right to monitor and archive all communication through its internal and external networks so as to ensure compliance with internal policies and to protect its business. The following. Terms and Conditions (“Terms and Conditions”) are incorporated into each confirmation of booking (“The Order”, “Order Form”, “Purchase Order”, “Instruction”) instructed by The Client and accepted by The Service Provider, for the services specified in The Order to which these Terms and Conditions relate. The execution of The Order and the acceptance of these Terms and Conditions constitute a binding contract between The Service Provider and The Client.
Disclaimer: The Service Provider supplies any prospectus or media pack about its proprietary publications for information only. All information is provided in good faith and is accurate at the time of writing. However, The Service Provider reserves the right to reasonably change details relating to project components without notice, including, but not limited to, a project title, images, specification, any named or proposed number of coproducers, contributors, guest writers or sponsors, the placement of editorial and sponsor features: the proposed project schedule, suppliers and any other components associated with The Project.
This Order relates solely to the purchase and provision of the services specified in The Order. No other services are offered or implied. In particular, any invitations to event/s planned for, or associated with, The Project are offered on a non-contractual, complimentary basis only.
Guide to terms: “The Service Provider” throughout the terms of business refers to ITSecurityGuru Limited. “The Client” indicates the purchasing party of the contract. The Organisation named in The Order will be referred to hereinafter as The Client. The Client’s entitlement to enjoy the service(s) stipulated in The Order will be referred to hereinafter as The Project.
1. The Service Provider warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
2a. The Client as well as signatory to The Order represents and warrants that it contracts with The Service Provider as principal, and has the authority to do so, notwithstanding that The Client may be acting as an agency or in some other representative capacity. The Client confirms that it has the right to distribute, publicise or publish all of the contents of the material provided to The Service Provider, and can grant to The Service Provider such right, and that such use in The Project will not: (i) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy; (ii) violate any applicable law or regulation and (iii) contain anything that is defamatory, obscene, false or misleading
2b. The Client hereby grants to The Service Provider a worldwide, nonexclusive, fully-paid licence to reproduce The Client’s material for The Project (including all contents, trademarks and brand features contained therein) in accordance with The Order and these Terms and Conditions, and in additional material (including websites and events) published or hosted by The Service Provider.
c. Where The Order stipulates that The Service Provider will commission editorial services on behalf of The Client, The Service Provider or its appointed agents will take reasonable steps to contact The Client in order to provide the service/s. Failure by The Client to respond to communications or to make reasonable time available to The Service Provider to fulfil the services will not be deemed a . waiver to the terms of this agreement.
3. The Client will provide all materials for sponsorship, editorial, publishing, marketing, PR, events or other services outlined in The Order (including Word documents, EPS, JPEG or HTML files), in accordance with The Service Provider’s requirements set out in this Agreement and in communications with The Client including (without limitation) the manner of transmission to The Service Provider (usually by email or registered post), the deadlines for delivery of The Project and such technical specifications as The Service Provider may require from time to time. The Service Provider will not be required to work with, publish or distribute any editorial feature, logo, advertisement or other materials that have not been received in accordance with such requirements.
4. The Client assumes full responsibility for and indemnifies The Service Provider against any claims against The Service Provider arising from or regarding the accuracy of content, views or opinions expressed in all material submitted for The Project by The Client, its agents, or by The Service Provider on behalf of, or with the express consent of The Client.
5. The Service Provider will determine and provide The Client with a target schedule for The Project including deadlines by which The Client must provide (and will be deemed to have been reasonably able to have provided) all material required by The Service Provider. The Service Provider will reasonably endeavour to assist or accommodate The Client in this regard.
6a. For publications produced by The Service Provider, the content, layout and design (especially the editorial house style) and title of The Project are at the sole discretion of The Service Provider and will in all cases prevail. Acceptance of, editing and the layout of all editorial, advertising or photographic matter submitted are at the discretion of The Service Provider, and The Service Provider reserves the right to reasonably refuse, amend, withdraw or otherwise deal with all matter submitted to The Service Provider at its own discretion. No warranty is given for the inclusion within The Project of specific partners, contributors or sponsors.
6b. The Service Provider supplies any prospectus or information pack for information only, and reserves the right to reasonably change details relating to The Project without notice, including but not limited to: the title, duration, images, specification, co-production partners, contributors, guest writers, sponsors, placement of all editorial and sponsor features, production schedule, associated events and suppliers.
7a. The provisions of The Order, The Agreement, and all communications passing between The Client or any of its agents and The Service Provider are highly confidential and must not be disclosed to any third party except: (a) by The Client to its qualified accountants or legal advisers, or (b) as otherwise agreed by the parties in writing or as otherwise required by law.
7b. The Client and its agents are hereby put on notice that The Service Provider and its affiliates are particularly sensitive to public statements about The Service Provider’s services, contractual relationships and project plans, and improper or ill-timed statements are likely to have a detrimental effect on the business of The Service Provider and its affiliates and may contravene applicable law. Consequently, The Client and its agents must not, and must ensure that any person acting on its behalf does not, make any public announcement or divulge details in respect of The Order or the relationship between the parties without prior written consent of The Service Provider including without limitation any pre-announcement in respect of sponsorship of, or involvement in, any of The Service Provider’s projects. For the avoidance of doubt, the foregoing prohibition includes public announcements by any third party acting on behalf of The Client and any communication that The Client knows will, or is likely to, be made public.
8a. Without limiting the foregoing, The Service Provider will have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of The Service Provider affecting The Project or delivery in any manner.
8b. In no event will The Service Provider be responsible in contract, tort, negligence or otherwise, for: (i) loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or (ii) any indirect, consequential, special or economic loss of any kind, arising from any failure to publish or deliver, in a timely manner or at all any component of The Project in accordance with The Order.
8c. In the event of a complaint, The Client should write to The Service Provider at the earliest opportunity, by recorded and signed-for delivery, and not more than 14 days following release. All outstanding invoices will, without prejudice to the complaint, remain payable in full.
9. The Client must pay the invoiced amounts to The Service Provider in the agreed currency by electronic transfer or cheque upon presentation of the invoice. The Client must pay at the rates prescribed by applicable law all VAT (and all similar sales tax if applicable) on the amounts due under this Order. All amounts paid by The Client after the due date will bear interest at the rate of five per cent (5%) per month (or the highest rate permitted by law, if less) above the base lending rate of The Service Provider’s main bank, from the date when payment was due until the date when payment is received, whether before or after judgment. If The Client fails to pay, The Client will be responsible for all expenses (including legal fees) incurred by The Service Provider in collecting the amounts due.
10. If The Client is unable or unwilling to satisfy these standards (terms 1–10) and withdraws from The Project, the conditions of cancellation will apply.
11. Cancellation Policy: The Client may cancel the Order by writing to IT Security Guru at the following address: Production Department, IT Security Guru, 7 Alston Works, Barnet, EN4 5EL. Cancellation instructions will only be accepted when sent by registered post “Recorded signed-for”, and received by The Service Provider in time for The Client’s advertising material, or reserved media space, to be withdrawn from the relevant edition. Cancellation will only be effective on confirmation of receipt of the cancellation notice.
All instructions to purchase media space and services are processed immediately. Due to disruption to The Service Provider’s schedule and product plan, and loss of booked revenues, cancellation instructions received by The Service Provider will, without exception, incur a charge irrespective of whether any media space or service has been provided to The Client. Cancellation instructions will incur a cancellation charge equal to 110% of the full value of the order.
12. These Terms and Conditions, together with The Order (i) will be governed by and construed in accordance with, the laws of England, and the parties submit to the non-exclusive jurisdiction of the English courts; and (ii) constitute the complete and entire expression of the agreement between the parties, and supersede all other prior understandings, commitments, agreements and (unless made fraudulently) representations, whether written or oral between the parties (iii) In the event of any inconsistency between The Order and these Terms and Conditions, these Terms and Conditions will prevail. The service Provider’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
13. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.