Brain

1. Applicability

These terms and conditions shall apply to all offers, proposals and agreements made between Oxford University Press (“OUP”) and any third party or its agent (“the Advertiser”) relating to the provision of advertising (the “Advertising”) in OUP’s products, including products OUP creates on behalf of third parties (“the Products”) and, along with the relevant Oxford Advertising Order Confirmation, shall form the entire agreement between the parties (the “Agreement”). The Agreement supersedes any previous terms and conditions. Any general terms and conditions proposed by the Advertiser shall not apply and the Agreement will prevail. Unless otherwise permitted herein, any variation to the Agreement and any representations about the Products shall have no effect unless expressly agreed in writing and signed by an authorized signatory of OUP.

2. Offer and Acceptance/ Description

Each order for Advertising by the Advertiser from OUP shall be deemed to be an offer by the Advertiser to purchase the Advertising subject to the Agreement. By placing an order for Advertising with OUP you hereby agree to these terms and conditions. No order placed by the Advertiser shall be deemed accepted until an Advertising Order Confirmation is issued by OUP or (if earlier) OUP delivers the Products containing the advertising content (the “Advertisement”) or issues the invoice to the Advertiser. Publishing errors, including, but not limited to, typographical errors, having no significant effect on the editorial content  or  design  characteristics  of  the Advertisement,  cannot  be  considered  a  reason  for  modifying  the  agreed price.

3. Rates and Prices

Unless otherwise agreed by OUP in writing the price/rates for the Advertising shall be those set out in OUP’s Rate Card. All such prices/rates shall be exclusive of any handling, packing, loading, freight, transport, shrink-wrapping other atypical production costs, and insurance charges unless otherwise agreed in writing, and shall also be exclusive of any taxes, import duties or other levies imposed on the sale or import of   the Products by local or national authorities, which shall be charged by OUP as appropriate. Where applicable, the Advertiser shall provide to OUP Client’s VAT registration number or charity certificate at the time of placing its order.

4. Payment

Unless otherwise agreed in writing (including by email), payment shall be due within thirty (30) days’ receipt by the Advertiser of the invoice, in the currency invoiced. Time for payment shall be of the essence.     OUP may  set  and  vary  credit  limits  for any Advertiser account  and  shall be  entitled  to  refuse  to  supply any Advertiser who  has  exceeded  its  current  credit  limit.  The Advertiser shall make all  payments  due     under    the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Advertiser has a valid court order requiring an amount equal to such deduction to be paid by OUP to the Advertiser. From the due date of the invoice to the date of payment in full, interest at the lesser of the rate of 4 % per month or the highest rate permissible under applicable law may be charged to   the Advertiser, calculated daily and compounded monthly, for any sums outstanding, together with costs incurred by OUP in collecting any late payments including reasonable attorneys’ fees. If the Advertiser wishes to dispute any invoice (or part), the Advertiser shall, as soon as reasonably practicable, but no later than the due date of such invoice, send full details of such dispute to OUP in writing. The Advertiser
shall remain liable for any undisputed part of such invoice.

5. Delivery of Advertising

The Advertiser is solely responsible for ensuring that the proposed advertising copy for the Advertisement is received at OUP in electronic form (or such other form as specified by OUP) according to the print and/ or digital measurements/ specifications set forth in the OUP Media Kit provided to the Advertiser, and within the relevant deadline set by OUP and/or contained on the Advertising Order Confirmation (the “Deadline”). The Advertiser understands that failure to meet the specifications agreed upon between OUP and the Advertiser may result in delays to the agreed upon start-date for the advertising campaign (the “Start Date”). If the Advertisement has not been supplied to OUP by the Deadline, OUP may be unable to run the Advertisement and may at its discretion either: (i) delay the Start Date; (ii) use an Advertisement previously provided by the Advertiser; (iii) cancel the Advertiser’s order; or (iv) agree to updated terms in writing (including by email). In the event of cancellation the Advertiser may be subject to reasonable cancellation fees. Orders for print Advertising made after the Deadline are not guaranteed and the Advertiser may incur additional charges. The Advertiser shall retain a complete copy of all materials delivered to OUP. OUP shall take reasonable care but shall not be liable for accidental loss or damage thereto. Mail-out dates of print journal issues (including voucher/checking copies) containing confirmed Advertising are   as  estimated  in  the  OUP Media Kit.

6. Modifications of the Advertisement

OUP and, where an association or society (collectively an “Association”) is associated with the OUP Product, the Association explicitly retain the right to reject and/or request modifications to the Advertisement. In the event the Advertisement is rejected, OUP will use reasonable efforts to provide the Advertiser with notification to allow the Advertiser to modify or supply a substitute Advertisement. If the Advertisement is rejected and the modified Advertisement is not received by OUP before the Deadline, the Advertisement shall be considered past-due and the terms of clause 5, above, shall apply. Incorrectly sized Advertisements will be returned to the Advertiser (or its supplier, as the case may be) for correction. OUP will be entitled automatically to adjust the format of the Advertisement to ensure that it meets OUP’s requirements.

7. Mobile Application Advertising

The Advertiser understands and agrees that end-user viewability of the Advertising in a mobile application (an “App”) will depend on the end-user downloading the App and all relevant updates, which is beyond OUP’s control; accordingly, it is acknowledged that Advertisements appearing in an App may not be viewable during the campaign by all end-users. Similarly, in the event an end-user does not update an App, the Advertisement may remain viewable beyond the end-date of the campaign. It is understood and agreed that OUP shall bear no liability whatsoever, including that the Advertiser shall not be entitled to any refunds, in the event that App Advertising is not viewable during the campaign or remains viewable after the Campaign’s end-date due to these and similar circumstances.

8. Cancellations; Checking/Voucher Copies

Without prejudice to any rights the Advertiser may have under applicable law, if the Advertiser cancels an order either fully or partially a cancellation fee will be charged in accordance with the terms of this clause.  All  cancellations must  be  made by  notice  in  writing  (including by  email) to  OUP prior  to  the deadline.  If  the Advertiser cancels an  order,  the Advertiser shall pay  to  OUP the following sums:  if  notice  of    the cancellation is received by OUP (a) 30 days or more before the Deadline, 25% of the full cost of the advertising; or (b) between 15 and 29 days before the Deadline, 50% of the full cost of the Advertising; or (c) between 0 and 14 days before the Deadline, 100% of the full cost of the advertising. No new external costs will be incurred or committed/contracted from the date of receipt of written notice of cancellation by OUP. In  the event  that any  notice  of  cancellations are  received by  OUP after  the Deadline,  OUP shall be  entitled  to  charge the Advertiser the full cost  of  the Advertising.  Requests  for voucher/checking copies and/or   screenshots must be made at or prior to the order stage. OUP cannot\nguarantee the provision of any voucher/ checking copies requested after publication of the Product.

9. Intellectual Property

Copyright and other intellectual property rights to all OUP proposals, publications and other Products shall remain with OUP unless agreed otherwise in writing signed by both parties. The Advertiser shall not  acquire any intellectual property rights in the Products. No part of the OUP proposals, publications or Products may be stored in any automated data  file and/or  reproduced, whether  electronically,  mechanically, by photocopying, recording or in any other manner or form, without the specific prior written permission of OUP.

10. Approval, Removal and Termination Rights

OUP reserves the right to reject any Advertisement that is not consistent with OUP’s and/or the Associations’ relevant Association’s standards. In addition, OUP shall have the right, at any time, to remove any Advertisement  and/or  terminate  this Agreement  if  OUP determines,  in  its  sole  discretion,  that  the Advertisement  or  any  portion  thereof (1)  violates  OUP’s  and/or  the Association’s  policies;  (2)  violates  any  law, rule or regulation or industry code or if OUP is directed to do so by any law enforcement agency, court or government agency; (3) is the subject of a claim asserted by an entity with respect to its trademarks, trade names,  service marks  or  other  proprietary  rights;  or  (4)  is  otherwise  objectionable  to  OUP. In  such  event, OUP may  either (i)  publish  an  alternative Advertisement in  consultation with the Advertiser and  on  a schedule to be determine by OUP in its sole discretion; or (ii) cancel this Agreement. In such event, the Advertiser will be responsible for any and all costs and fees associated with removing and/or modifying the Advertisement. OUP will not be liable for the timely appearance or accuracy of any Advertisement supplied by the Advertiser. OUP may terminate this Agreement at any time: (i) in the event of a breach of this Agreement by the Advertiser; (ii) if the Advertiser will have a receiver or administrative receiver appointed over it, or over any part of its undertaking or assets or will pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction will make an order to that effect
or if the other party will enter into any voluntary arrangement with its creditors or will become subject to an administration order or if such party is in any equivalent situation under its own jurisdiction; or (iii) if this Agreement is assigned or otherwise transferred to a direct competitor of the non-transferring party. Orders must specify a definite schedule of insertions, issues and sizes of space for the Advertiser. Two or more Advertisers are not permitted to use space under the same order. No advertising orders will be accepted for periods longer than one year. Where an order for a series of advertisements has been given a discounted rate for volume by OUP, and the Advertiser does not order the quoted volume, OUP shall be entitled to re-calculate the price for the actual volume at the end of the applicable year at a reduced discount and the Advertiser shall pay any additional amount found owing to OUP.

11. Liability and Claims

TO THE MAXIMUM EXTENT PERMITTED BY RELEVANT LAWS (i) OUP shall not be liable for any of the following losses which may arise by reason of any breach of this Agreement or any implied warranty, condition or other term, any representation or any duty of any kind imposed on OUP by operation of law: (a) any loss of anticipated profits or expected future business; (b) damage to reputation or goodwill; (c) any damages, costs or expenses payable by the Advertiser to any third party; (d) loss of any order or contract; or (e) any loss that was not foreseeable by the Advertiser and OUP at the time this Agreement was  entered  into;  or  (f)  any  loss  not  caused by  any  breach  on  the part  of  OUP; AND  (ii) NEITHER  PARTY  SHALL BE  RESPONSIBLE  FOR DEATH  OR  PERSONAL INJURY EXCEPT THAT RESULTING FROM ITS   OWN NEGLIGENCE OR WILFUL INTENT OR THE NEGLIGENCE OF ITS EMPLOYEES OR OTHERS FOR WHOM THE PARTY IS LEGALLY RESPONSIBLE. NOTHING IN THE AGREEMENT SHALL BE CONSTRUED AS CREATING AN OBLIGATION TO INDEMNIFY THE OTHER PARTY AGAINST THE OTHER PARTY’S OWN NEGLIGENCE. OUP’S LIABILITY FOR ANY OTHER LOSS IMPUTABLE TO IT SHALL IN ANY EVENT BE LIMITED TO THE INVOICE VALUE OF THE PART OF THE AGREEMENT TO WHICH THE LIABILITY ARISES. TO THE MAXIMUM EXTENT PERMITTED BY RELEVANT LAWS  OUP EXPRESSLY EXCLUDES ANY LIABILITY FOR BREACH OF ANY IMPLIED OR EXPRESS WARRANTY OF AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTHING IN THIS
CONTRACT SHALL LIMIT THE ADVERTISER’S EXISTING LEGAL OR STATUTORY RIGHTS WHERE IT IS ACTING AS A CONSUMER. Moreover, nothing in this clause shall limit either party’s liability for death or personal injury, fraud or misrepresentation or any other liability that cannot be excluded or limited by law. The Advertiser has entered into this Agreement with the knowledge that the liability of OUP is to be  limited in accordance with these terms and conditions and the charges have been agreed accordingly. The Advertiser acknowledges that a higher price would be payable for the Advertising but for such limitations.

12. Representations and Warranties; Indemnification

The Advertiser is solely responsible for any legal liability arising out of or relating to any of the Advertising/Advertisement. The Advertiser represents and warrants that (i) the Advertiser holds the necessary rights   to permit the use of the Advertisement by OUP for the purposes of this Agreement; (ii) the use, reproduction, distribution, or transmission of the Advertisement will not violate any civil or criminal laws, rules or regulations or industry codes or any rights of any third parties including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or publicity rights, violation of any anti-discrimination law or regulation, or any other right of any person or entity; (iii) the Advertisement complies with any applicable laws, rules, industry codes, regulations and generally prevailing custom and practice. The Advertiser agrees to indemnify OUP and to hold OUP harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses incurred by OUP, arising out of or related to the Advertising/Advertisement or the Advertiser’s breach or   alleged breach of any of the foregoing representations and   warranties.

13. Force Majeure

If by reason of labor dispute, strikes, inability to obtain labor or materials, fire or other action of the elements, accidents, power or telecommunications failure, customs delays, governmental restrictions or appropriation or other causes beyond the control of a party, such party is unable to perform in whole or in part its obligations set forth in this Agreement, then such party shall be relieved of those obligations to the extent it is thereby unable to perform, and such inability to perform shall not make such party liable to any other party. The party subject to an event of force majeure shall use good faith efforts to comply as closely as possible with the provisions of this Agreement and to avoid the effects of such event to the extent possible.

14. General

This Agreement is subject to the laws of England. The parties submit to the non-exclusive jurisdiction of the English Courts. The Advertiser shall not be entitled to assign the Agreement or any part of it without the prior written consent of OUP. OUP may assign the Agreement or any part of it to any person, firm or company. If any provision of this Agreement is void or unenforceable or renders the Agreement or any part of it void or unenforceable, then that provision will be severable from the remainder of the Agreement, which will continue in force and be construed as if such provision had never been contained therein. The failure of any party to enforce any provision on any one or more occasion will not affect its right to enforce another provision or the same provision on any other occasion.