KMI PUBLISHING AND EVENTS TERMS AND CONDITIONS
The applicable insertion order (to the extent it does not conflict with the
term hereof), the then current rate card of the publication(s) to which the
insertion order relates (“Publication”) and Publication’s then current
advertising specifications are incorporated by reference into these terms
and conditions and are collectively referred to as the “Agreement”. The
person(s), firm or corporation contracting with KMI Publishing and Events
(“Publisher”) for the insertion of advertising in Publication, whether as
principal (“Advertiser”) or as agent (“Agency”), shall be deemed authorized
for all purposes relating to the Agreement.
Rates and Commissions
(a) Publisher reserves the right to change its advertising rates at any time.
Rate changes shall be made at least 30 days in advance of the closing
date of the first issue to which such rates apply. If a rate change is not
acceptable to Advertiser or Agency, it may, within 15 days of notification of
such rate change, cancel the Agreement without incurring short rate
charges (excluding multi-year discounts).
(b) Advertising rates are subject to the addition of applicable taxes,
including Goods and Services Tax (GST), Harmonized Sales Tax (HST)
and a Quebec Sales Tax (QST) where applicable.
(c) Any negotiated discounts are only applicable to and available during
the period in which they are earned. Rebates resulting from any and all
earned advertiser discount adjustments must be used within 6 months after
the end of the period in which they are earned, and will expire if unused
during such period.
Billing and Payments
(a) Advertiser and Agency shall be jointly and severally liable for payment
of all invoices for advertising published in Publication.
(b) Amounts invoiced are payable upon receipt of invoice. Interest shall be
charged at a rate of 1% per month (18% per annum) on amounts
outstanding for more than 30 days from the date of invoice.
(c) Invoiced amounts are payable at Publication’s office in Canadian funds,
or equivalent funds at the rate of exchange prevailing at the time of
payment.
(d) Publisher reserves the right to change the payment terms to cash with
insertion order at any time.
Cancellation
(a) Cancellation of the Agreement by Advertiser or Agency is subject to
Publisher’s approval, in its sole discretion. Agreements for covers, special
positions and inserts may not be cancelled by Advertiser or Agency. No
cancellations shall be accepted by Publisher after the closing date for
advertising space. Short rate charges shall apply to all cancellations by
Advertiser or Agency.
(b) Publisher may, at its option terminate this Agreement for the breach of
any term hereof. Upon termination for breach, all charges incurred,
together with short rate charges, shall be immediately due and payable.
Advertising Materials
(a) All advertising copy is subject to Publisher’s approval and Publisher
may without notice and without liability reject, discontinue or omit any
advertising for any reason at any time.
(b) The word “Advertisement” shall be placed above copy which Publisher
determines resembles Publication’s editorial material or that is not
immediately identifiable as an advertisement.
(c) Publisher shall not be responsible for colour or colour trapping or
advertising copy that does not conform to digital Magazines Advertising
Canadian Specifications (“dMACS”). Advertising material must be
accompanied by a dMACS standard proof. For further information
regarding magazine industry standards, please refer to Magazines Canada
www.magazinescanada.ca or dMACS
http://www.magazinescanada.ca/advertising/production/dmacs_specifications
(d) Publisher may insert the advertising anywhere in Publication in its
discretion, and any condition on orders or copy instructions involving the
placement of advertising shall be treated as a positioning request only and
cannot be guaranteed. Publisher’s inability or failure to comply with any
such positioning request shall not relieve Advertiser or Agency of the
obligation to pay for the advertising.
(e) Publisher shall not be obligated to return any advertising material.
(f) Any advertising published in Publication may, in Publisher’s discretion,
be published and archived by Publisher or any anyone authorized by
Publisher, as many times as Publisher and those authorized by Publisher
wish, in and on any product, media and archive (including anything in print,
electronic or other form).
Warranties, Indemnities, Limitations
(a) Advertiser and Agency shall be jointly and severally liable for all content
(including text, representation and illustrations) of any advertising printed.
Advertiser and Agency shall jointly and severally indemnify Publisher, its
affiliates and their respective officers, directors, employees, contractors and
agents against any and all liability and costs including any legal fees arising
from a breach of this Agreement and/or resulting from the publication of the
advertising materials, including without limitation, defamation, illegal
competition or trade practice, infringement of trademark, trade name, or
copyrights, and violation of rights of privacy, property or contract.
(b) Publisher shall not be responsible for errors or omissions in any
advertising materials provided by Advertiser or Agency (including errors in
key numbers) or for changes made to such advertising after the applicable
closing date.
(c) Advertiser and Agency agree that Publication shall be under no liability
for the failure, for any reason, to publish any advertising or circulate any
issue of Publication.
General
(a) If Agency has entered this Agreement on behalf of Advertiser, Agency
confirms that Advertiser has been provided with a copy of the terms hereof.
(b) This Agreement constitutes the entire agreement between the parties
with respect to its subject matter and supersedes all prior agreements and
understandings relating to the subject matter. No changes to this
Agreement shall be effective unless made in writing and signed by the
party sought to be bound.
(c) For clarity, Publisher shall not be bound by any conditions, printed or
otherwise, appearing on Advertiser or Agency contracts, orders or
instructions which conflict with, vary or add to these terms and conditions.
(d) Neither Advertiser nor Agency may assign any rights or obligations
under this Agreement.
(e) Advertiser and Agency agree not to make promotional or merchandising
reference to Publication in any way without the prior written permission of
Publisher in each instance.
(f) No provision of this Agreement shall be deemed waived by a course of
conduct unless such waiver is in writing signed by all parties and stating
specifically that it is intended to modify this Agreement.
(g) This Agreement is governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable
therein. Any proceeding relating to the subject matter of this Agreement
shall be within the exclusive jurisdiction of the courts of the Province of
Ontario.
