NEXT STEP CONSULTING (‘NSC’) STANDARD TERMS AND CONDITIONS FOR USE OF PROMOTION SERVICE via DIGITAL SHOWROOM and / or DIGITAL BOARDS created under the KENYA BUSINESS DIRECTORY ON PINTEREST PLATFORM


GENERAL

BIZ BUZZ (‘BB’) is a division of NEXT STEP CONSULTING

These terms and conditions are for the use of the KENYA BUSINESS DIRECTORY boards via PINTEREST, whether paid or unpaid.

All advertisements accepted for publication by NSC/BB in any of its online products are accepted subject to these terms and conditions. Any other conditions proposed by the Client shall be void unless accepted by NSC/BB in writing.

DEFINITIONS

3rd Party Ad Server means a third party providing advertising of the Advertiser’s products;

Ads means advertising communicated to end users by electronic distribution systems; Advertiser means the party whose products and/or services are to be advertised pursuant to the Deliverables;

Advertising Materials means advertising copy, including, without limitation, artwork, text and active URLs.

Affiliate means in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (‘entity’) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose ‘control’ means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.

Agency means an advertising agency representing the Advertiser;

Campaign Period means the period of time during which the campaign subject to the relevant IO is to be operative; Client means the Advertiser or Agency as the case may be;

Deliverables means the type and amount of the service required including, without limitation, page impressions, clicks or other actions specified and agreed by the parties irrespective of the delivery systems and platforms to which they are directed.

IAB means the Internet Advertising Bureau

IO means INSERTION ORDER specifying the terms on which NSC/BB will provide the Deliverables;

Overdelivery means the delivery by NSC/BB of a greater volume of Deliverables than that specified in the IO where the incremental Deliverables accrue a liability by the Client to NSC/BB and ‘Overdeliver’ shall be construed accordingly;

Policies means NSC/BB’s editorial policies from time to time including without limitation privacy policies, user experience policies, policies regarding consistency with NSC/BB’s public image, community standards regarding obscenity or indecency , other editorial or advertising policies;

Site(s) means those websites owned or controlled by NSC/BB.

Technical Specifications means the delivery format of the Advertising Materials required to ensure that the visual appearance of the Ads as set out in the IO is accessible and capable of view on the Sites;

Total Cost means all sums under the terms of the IO exclusive of VAT, which shall be paid without set-off.

 

  1. INSERTION ORDERS
  2. All services will be provided after the IO has been triggered via electronic means (e.g. Google form or MailChimp form) wherein these Term & Conditions are accepted and payment (if applicable) is made as per the conditions set out in the IO or Invoice.
  3. Both parties must agree in writing to a revision of an IO previously accepted.

 

  1. AD PLACEMENT, CONTENT RESTRICTIONS and SPAMMING

All ads will be displayed under the KENYA BUSINESS DIRECTORY platform on PINTEREST site either by NSC/BB or the Client where the self-service option has been opted for.

By agreeing to these terms you are also bound by the Terms & Conditions of PINTEREST which can be found here> https://policy.pinterest.com/en/terms-of-service

NOTE that PINTEREST can request deletion of your ads if they don’t abide by their policies. NSC/BB will not be held responsible for such removals.

EXAMPLE

Pinterest will remove content which

  • displays porn and may hide nudity or erotica.
  • physically or sexually exploits people.
  • sexualizes minors.
  • shows gratuitous violence or glorifies violence.
  • promotes self-harm, like self mutilation, eating disorders or drug abuse.
  • Includes hate speech and discrimination.
  • threatens or organizes violence or support violent organizations.
  • attacks private people or shares personally identifiable information.
  • Is used to sell or buy regulated goods, like drugs, alcohol, tobacco, firearms and other hazardous materials.
  • impersonates any person or organization.
  • uses Copyright material

SPAM

Spam is flooding a particular Board or Showroom with many copies of the same ad.

This is not acceptable and the access to the Showroom or to a specific board will be removed at NSC/BB's discretion.

 

  1. PAYMENT AND PAYMENT LIABILITY FOR PROMOTIONS

3.1 NSC/BB shall render invoices to the Client for any service fees (where applicable) pursuant to this Agreement. The Client will be responsible for payment of VAT and/or any other applicable taxes based on the conditions on the invoice.

3.2. The Client shall settle all fee invoices (for paid services) as per the terms on the invoice. If the Client is in default of payment by the due date NSC/BB, shall without prejudice to its other rights, be entitled to remove the access to the Boards.

3.3. If the invoices are not settled on due date, NSC/BB will remove and archive the ads for a period of 30 days.

3.4. If the Client wishes to revive the promotion before the expiry of 30 days, a reinstallation fee will be payable before the re-installation

3.5. After 30 days, all material will be deleted forever.

  1. CANCELLATION and REVISIONS

5.1 At any time, the Client may cancel the IO with 7 days prior written notice, without penalty. In this event all Clients ads will be deleted forever.

5.2. Where the showroom or board is managed by BIZ BUZZ, in the event that a Client seeks to revise an ad, Client must provide a written request 7 days prior to the intended date of the requested revision and the appropriate fee paid in advance.

 

  1. TERMINATION

NSC/BB may terminate an IO at any time if the Client is in material breach of its obligations hereunder that is not remedied within 3 days after the date of NSC/BB’s notice, except as otherwise stated in this Agreement with regard to specific breaches.

 

  1. FORCE MAJEURE

8.1 Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labour disputes. In the event that NSC/BB suffers such a delay or default, NSC/BB shall use its reasonable endeavours within five business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or other arrangement is reasonably acceptable to the Client, NSC/BB shall allow the Client a pro rata reduction in the payment due pursuant to the relevant IO.

8.2 To the extent that a force majeure has continued for 10 business days, NSC/BB or Client has the right to cancel the remainder of the IO without penalty.

 

  1. ADVERTISING MATERIALS

9.1 The Client shall submit Advertising Materials at least 3 business days before the change is required.

9.2 NSC/BB reserves the right within its discretion to reject or remove from its Site(s) any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in NSC/BB’s sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, NSC/BB reserves the right within its discretion to reject or remove from its Site(s) any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon NSC/BB or any of its Affiliates.

9.3 NSC/BB shall at all times retain all right, title and interest in any intellectual property rights in advertising copy produced on behalf of the Client by NSC/BB.

9.4 The parties will not use the other’s trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or an IO without the other’s prior written approval.

 

  1. WARRANTIES

10.1 The Client hereby warrants, represents and undertakes to NSC/BB that:

(a) In respect of the Advertising Materials or any part thereof supplied by the Client or any other material provided to NSC/BB by the Client (including the Client’s brand) it will not infringe the copyright, trade mark or any other intellectual property or other proprietary rights or be defamatory of any third party or obscene, indecent, offensive or liable to incite racial hatred and their publication by NSC/BB will not give rise to a right for any third party to claim payment and/or damages;

(b) The Client has obtained and paid for all necessary consents, licences, and permissions to advertise on the Site;

(c) The Client has taken or will take all necessary steps to ensure that its advertising on the Site will not be illegal or actionable for any reason in any territory and shall comply with all applicable legislation, rules and regulations including for the avoidance of doubt any applicable advertising and/or relevant financial services standards and codes;

(d) If any Advertising Materials contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, the Client warrants that the Client has obtained the authority of such living person to make use of such name, representation and/or copy.

(e) The Advertising Materials contains no viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information

(f) The Client is solely responsible for fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertising Materials relates and will indemnify and hold NSC/BB harmless accordingly.

10.2 NSC/BB warrants that it is authorized to enter into agreements subject to these terms and conditions.

10.3 The Client hereby acknowledges that NSC/BB is unable to provide any warranties or representations that the visual appearance of Advertising Materials created by NSC/BB for and on behalf of the Client will be entirely consistent with designs previously approved by the Client as a result of factors that are not within NSC/BB’s reasonable control (including, without limitation the image setter, the type of printer, the monitor used, the particular colours selected).

 

  1. INDEMNITIES

11.1. The Client will fully indemnify and keep NSC/BB, its licensors, and its and their directors, officers and employees fully indemnified against all actions, proceedings, costs (including legal fees), damages, expenses, fines, losses (including loss of profits) penalties, claims, demands and liabilities directly or indirectly suffered or incurred by NSC/BB (or its directors, officers or employees) howsoever arising from any breach of the Client’s warranties, obligations or agreements contained herein.

11.2. The Client will provide NSC/BB with full co-operation in defending any claim or complaint concerning the Advertising Materials including, but not limited to, providing evidence in support of advertising claims and copies of documentation evidencing the clearance of relevant underlying third party proprietary rights.

11.3. The Client acknowledges and confirms that NSC/BB has not provided it with any guarantees concerning reach of the site or target audience. Any statistics related to the site provided to the Client are provided as an estimate based on prevailing available research only and may not be relied on by the Client as a representation or otherwise.

 

  1. LIMITATION OF LIABILITY

12.1. NSC/BB and its licensors shall not be liable to the Client, under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, for any loss of profit, goodwill, business opportunity, anticipated saving or any type of special, indirect or consequential loss or damage.

12.2. Subject to Clause 12.3 below, NSC/BB’s entire liability (if any) to the Client, under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall be limited to the fees paid by the Client to NSC/BB.

12.3. Neither party’s liability to the other shall be excluded or limited by the provisions of this Agreement, save to the extent permitted by law in respect of:

(a) death or personal injury resulting from the negligence of itself, its servants or agents;

(b) fraud; or

(c) any other liability the exclusion of which is prohibited or limited by law,

 

  1. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS

13.1 Any marked confidential information and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the IO, shall be deemed ‘Confidential Information’ of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary.

13.2 Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.

13.3. Notwithstanding anything contained herein to the contrary, the term ‘Confidential Information’ shall not include information which:

(i) was previously known to a party;

(ii) was or becomes generally available to the public through no fault of the receiving party (‘Recipient’);

(iii) was rightfully in the Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party (‘Discloser’);

(iv) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to Recipient by Discloser; or

(v) was communicated by the Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other regulatory body, as otherwise required by law or the rules of any applicable regulator.

13.4 NSC/BB and the Client shall comply with their respective privacy policies from time to time.

 

  1. MISCELLANEOUS

14.1. NSC/BB represents and warrants that it has the necessary authority to provide the Deliverables set out in the IO subject to the terms and conditions of this agreement, including any applicable Policies.

14.2. The Client may not resell, assign or transfer any of its rights or obligations hereunder.

14.3 All terms and provisions of these Terms and Conditions and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees (as applicable), successors and assigns (as applicable).

14.4 These Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.

14.5 In the event of any inconsistency between the terms of an IO and these Terms and Conditions, the terms of the IO shall prevail.

14.6 These Terms and Conditions and the relevant IOs to which they relate shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in connection with any dispute arising in respect of its terms, formation or construction (including non-contractual disputes).

14.7 No modification of these Terms and Conditions or any IO shall be binding unless in writing by both parties.

14.8 If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect.

14.9 All rights and remedies hereunder are cumulative.

14.10. Any notice required to be delivered hereunder shall be delivered three days after deposit in the Mail, (recorded delivery), one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to NSC/BB and the Client shall be sent to the contact as noted in the IO with a copy to the Legal Department. All notices to Client shall be sent to the address specified on the IO.

14.11. Clauses 3, 9, 10, 11, 12, and 14 shall survive termination or expiry of this Agreement. On expiry or termination, each party shall return or destroy the other party’s Confidential Information and remove Advertising Materials and Ad tags.

14.12. These Terms and Conditions were last updated on 28 Mar 2018.

 

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