These conditions apply to all advertisements, insertion orders, drafts and mock-ups submitted to The Economist for publication. All words which first appear in these conditions in quotation marks and bold type will have the meaning given them when they first appear in that form.
These Terms and Conditions form part of the Agreement between The Economist Newspaper NA, Incorporated, trading as Which MBA? (“Which MBA?”) and Client and refer to words defined in the agreement or order form incorporating these terms.
All fees expressed herein are exclusive of sales tax, value added tax, or any other taxes and duties which, if applicable, shall be charged to Client in addition to the fee(s). In addition to the fee(s), Client shall be responsible for the payment of any withholding taxes that may be payable. Travel expenses are not included in the fee(s) and, if such charges are incurred, they shall also be charged to Client in addition to the fee(s). All fees are non-refundable (except as otherwise specified herein) and are due within net 30 days of the invoice date. Payments made after the due date shall be subject to a late fee equal to the lesser of 1.5% per month or the maximum allowed by law.
2.1 Where Which MBA? gives approval in writing in advance, Which MBA? grants to Client a non-exclusive, non-sub-licensable and non-transferable licence to use the “Which MBA?” name and/or logo, as specified herein or as provided in the Deliverables, for the purpose only of attributing the Deliverables to Which MBA? in accordance with this Agreement, PROVIDED THAT in each case (a) these trade marks shall only be used in the exact format and specification as directed from time to time by Which MBA?, (b) all advertising, promotional, marketing and other material which features the above trade marks in any medium or media shall be subject to the prior review by and approval of Which MBA? before its publication or use, and (c) Client shall not modify, amend or add to the content or format of any of the licensed trade marks in any way.
2.2 Client shall promptly notify Which MBA? of any infringement or suspected infringement of copyright in any material or of any trade marks or other intellectual property rights of Which MBA? or any of its affiliates (including, without limitation, The Economist Newspaper Limited) that may come to its knowledge and shall assist Which MBA? and such affiliates, at Which MBA?’s sole cost and expense, in preventing such infringement and protecting Which MBA? and its affiliates’ rights.
2.3 Other than as expressly provided for in this Section 2, nothing in this Agreement shall be deemed to vest in Client any legal or beneficial right in or to any trade marks or other intellectual property rights owned or used under licence by Which MBA? or any of its affiliates or grant to Client any right or licence to any other intellectual property rights of Which MBA? or its affiliates, all of which shall at all times remain the exclusive property of Which MBA? and its affiliates.
2.4 Client grants Which MBA? a licence in the same terms as set out in this Section 2 (“Licence of Trade Marks”) expiring upon completion (or cancellation) of the Project and related activities with the same provisions applying in respect of Client’s logos, trade marks, trade names and corporate name, save that Client’s review and approval shall not be required in respect of uses made in conjunction with providing the benefits and Deliverables described herein.
3.1 The parties recognize that in the course of the Project, each party may obtain confidential or proprietary information of the other party or its affiliates. Save as may be required by law, such information shall be held in strict confidence and shall not be disclosed by the recipient to any unauthorized party without the prior written consent of the other party. This provision does not apply to information in the public domain or developed independently by the recipient.
3.2 The terms of this Agreement (including the fee(s)) shall be treated as confidential by Client and shall not be disclosed to any third party without the prior written agreement of Which MBA? unless disclosure is required by law, regulation, judicial or administrative process, or in connection with litigation pertaining hereto.
3.3 The use and disclosure of lists containing personal information are regulated by privacy and data protection laws. Such information may also be subject to obligations of confidentiality. Therefore, Which MBA? does not accept any obligation to supply Client with any mailing or other lists unless otherwise expressly provided for. In any event, any agreement by Which MBA? to supply Client with any mailing or other lists or similar data is subject to any restrictions imposed by applicable laws and regulations and to preferences expressed by the individuals. If for any reason Client obtains such details in connection with the Project, Client shall treat these as confidential and comply with all applicable laws and regulations which relate to them.
4.1 Each party warrants that: (i) it is the owner or licensee of all intellectual property rights in any material it supplies to the other hereunder and that it is legally entitled so to provide it and to grant any rights in any material it purports to grant the other under this Agreement; (ii) to the best of its knowledge and belief, no such material is libellous or defamatory of any person; and (iii) it has full right and power to enter into and perform its obligations under this Agreement.
4.2 Limitation of liability. Which MBA? gives no warranties in respect of the Deliverables and/or Site, nor any aspect of the Project, and to the fullest extent possible under the laws governing this Agreement, disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness and merchantability. Other than to the extent required as a matter of law: (i) neither Which MBA? nor its affiliates shall be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the use of (or failure to use) or reliance on the Deliverables, Site, any third party service providers made available by Which MBA? or used by Client in connection with the Project, nor any other aspect of the Project or in connection with this Agreement; and (ii) the maximum aggregate liability of Which MBA? for any claim in any way connected therewith or this Agreement whether in contract, tort or otherwise (including any negligent act or omission) shall be limited to the amount paid by Client to Which MBA? under this Agreement in the preceding twelve-month period.
4.3 Neither Which MBA? nor its affiliates can accept any responsibility or liability for reliance by Client or any person on the Deliverables, Site and/or any services provided by any third party service provider made available by Which MBA? or used by Client in connection with the Project and/or any information provided under this Agreement.
Other than any rights the Client may own in any advertising, promotional or marketing materials (including, but not limited to, any webinars, podcasts or media of any kind) supplied by Client for placement by Which MBA?, all intellectual property rights in and to the Deliverables, Site and materials relating to them (including without limitation copyright, database rights and rights in databases) shall be owned exclusively by Which MBA? (which, for purposes of this provision, includes its ultimate parent company, The Economist Newspaper Limited). Client shall display the following disclaimer and copyright notices whenever any Deliverables (or any extract from them) are accessed or distributed:
(ii) disclaimer: “Whilst efforts have been taken to verify the accuracy of this information, neither The Economist Newspaper Ltd. nor its affiliates can accept any responsibility or liability for reliance by any person on this information.”
6. Changes Deliverables
Which MBA? reserves the right to make what it deems to be appropriate and reasonable adjustments to Deliverables and Site under this Agreement. Changes to Deliverables requested by Client may require a revision of the time and resource requirements, the fee and the delivery schedule. Where Client approval in respect of any aspect of the Project is required, such approval shall be deemed to have been given on expiry of five business days from the date of request unless the Client objects (or gives its approval) within such time frame. If Which MBA? determines that such Deliverables can not be performed as anticipated, Which MBA? may terminate this Agreement and provide to Client a refund in an amount equivalent to the unfinished work; in such event, Which MBA? shall have no further liability or obligation relating to this Agreement.
Client is solely responsible for any liability arising out of the publication of any advertisement, webinars, or other marketing or promotional materials provided by Client to Which MBA? (“Media”), or any material to which users can link though any Media. Client represents and warrants that any and all Media and any links comply with all advertising and media standards, applicable laws and other regulations and do not contravene any third party's rights; that it holds the necessary rights to permit the publication and use of such Media by Which MBA? for the purpose of this Agreement; and that the use, reproduction, distribution or transmission of such Media shall not violate any applicable laws or any rights of any third parties, including, but not limited to, infringement of any copyright, patent, trade mark, trade secret, or other proprietary right, false advertising, unfair competition, defamation, obscenity, piracy, invasion of privacy or rights of celebrity, infringement of any discrimination law, securities law or regulation, or of any other right of any person or entity. Client agrees to indemnify Which MBA? and hold it and its affiliates harmless from any and all liability, loss, damages, claims or causes of action, including legal fees and expenses that may be incurred by Which MBA? and/or any of its affiliates arising out of or related to a breach or any of these representations and warranties or otherwise incurred, directly or indirectly, as a result of the publication of any Media. Publication of any Media does not constitute acceptance by Which MBA? that the Media does conform to this Section 7 and Which MBA? has a continuing right to require the Client to change or modify any Media to the extent it deems necessary to conform to such requirements. Which MBA? reserves the right to withdraw any Media from publication at any time without liability to the Client if it considers in its absolute discretion that such Media or any material to which users can link through such Media fails to conform to the above requirements or is inappropriate for or unsuited to the editorial policies of The Economist Group. To the full extent permitted by law, Which MBA? shall not be liable for any loss or damage, whether direct or indirect, including consequential loss or any loss of profits or similar loss, in contract or tort or otherwise, relating to any Media or this Agreement or any error in any Media or any failure of any Media to appear on the Site or any other website from any cause whatsoever. Which MBA? shall not be liable for any error in any published Media nor its failure to appear at a specified time or in any specific position or place on the Site.
The parties acknowledge and agree that: (i) nothing in this Agreement shall imply any partnership, agency or joint venture relationship between the parties; (ii) for the purposes of this Agreement, each party is acting solely as an independent contractor and has no power or authority to represent or bind the other party; (iii) “Which MBA?”, "The Economist", “Economist Intelligence Unit”, “EIU”, and “Economist Conferences” are registered trade marks of The Economist Newspaper Limited, a parent company of Which MBA? and nothing in this Agreement shall be deemed to vest in Client any rights in the trade marks of The Economist Newspaper Limited or its affiliates; (iv) the provisions of this Agreement in so far as they have not been performed shall remain in full force and effect notwithstanding completion of the Project; (v) except as expressly set out in this Agreement, no other rights or privileges are offered or implied in connection with the Project; (vi) the parties shall bear their own costs and expenses relating to the Project, except as expressly set out in this Agreement; (vii) time for payment shall be of the essence of the Agreement; (viii) nothing in this Agreement shall prevent or restrict Which MBA? from providing services/deliverables to any party, including but not limited to services similar to those outlined in this Agreement; (ix) unless stated expressly elsewhere in the Agreement, all rights in and to all work and materials provided in relation to this Agreement shall be owned exclusively by Which MBA?; (x) each party shall and shall use all reasonable endeavours to procure that any necessary third party shall execute such documents and perform such acts or do such things as may reasonably be required for the purpose of giving full effect to this Agreement; (xi) time for delivery of the Project is not of the essence; (xii) this Agreement constitutes the entire agreement between the parties and supersedes any and all understandings, whether oral or written, between the parties (and any pre-printed forms or other terms provided by Client), with respect to the subject matter hereof; (xiii) no modification of this Agreement shall be effective unless set forth in a writing signed by both parties; (xiv) no waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion; and (xv) Client shall comply with any terms and conditions contained on any websites or products provided by any third party services providers made available to Client by Which MBA? under this Agreement. In the event of a conflict between this Agreement and any other terms, this Agreement shall prevail.