/Terms and Conditions

Terms and Conditions

AgroSeason

1.1 In these Terms and Conditions:

“Advertiser” means any person, firm or company whose goods or services are advertised.

“Advertisement” means any kind of promotional or advertising material (including, but not limited to, advertorial, classified, display and/or recruitment advertising) that is, as the case may be: (i) to be printed in a Print Publication and/or (ii) to be published or otherwise displayed by electronic means (including, but not limited to, banner, skyscraper, pop-up, leader, belly bands, cover wraps, tip-ons, inserts, button or other forms of online or electronic display advertising) via or as part of or in connection with any Online Publication as detailed in the Insertion Order provided by AgroSeason to the Advertiser.

“Advertiser Dependencies” means the Copy Deadline, together with any other obligations of the Buyer which AgroSeason may specify in connection with the proposed publication of the Advertisement (whether included v the Advertisement Confirmation, the Rate Card, the Insertion Order or otherwise) including, but not limited to, the delivery format and/or file configuration in which any copy for the Advertisement (whether for a Print Publication or an Online Publication) is to be supplied to AgroSeason.

“Buyer” means the person placing the order with AgroSeason for the publication of the Advertisement (including but not limited to the Advertiser’s advertising agency or media buyer).

“Copy Deadline” means, where applicable, the latest date, as shown on the Insertion Order, by which the Buyer is obliged to give AgroSeason full instructions and copy for carrying out the Buyers order.

“Insertion Order” means AgroSeason’ written confirmation of the Buyer’s order.

2. Booking of an Advertisement

(i) Booking of an Advertisement must be made on the Insertion Order provided by AgroSeason. AgroSeason may at its sole discretion accept contracts by purchase order, in writing, by telephone, by telex, or facsimile or accept a deposit payment in lieu or written contracts provided that these Terms and Conditions shall apply to any such contract and shall constitute the entire agreement between AgroSeason and the Buyer. Until the completed Insertion Order has been received and accepted by AgroSeason, and AgroSeason has the right without giving notice to the Buyer to reallocate the Advertisement Space to another Buyer and the booking will be null and void.

(ii) Upon acceptance of the Insertion Order by AgroSeason there shall be a contract between AgroSeason and the Buyer to which

these Terms and Conditions shall apply.

(iii) An advertisement order shall make clear the following details:

  1. a). Advertisement size
  2. b). Issue date
  3. c). Position of advertisement
  4. d). Advertisement cost
  5. Client’s URL.

The position of an advertisement, where agreed with the client, shall be clearly stated on the sales order form. Where no particular position is agreed, that advertisement shall appear in a Run of Paper (ROP) position in the publication.

3. Payment

(i) Advertisements are usually prepaid prior to publication. The publisher reserves the right to refuse to publish any Advertisement where payment terms have not been agreed with the Advertiser. Payment is due within 30 days of receipt of invoice unless otherwise stated.

(ii) The invoices of AgroSeason are payable in cash, net and without discount or deduction. The payments must be made by a transfer to the bank account number appearing on the invoices. Any dispute by the Buyer concerning an invoice must be made within eight days following the invoice date. Any such dispute shall not under any circumstances give the Buyer the right to suspend any payment obligation or any other obligation vis-a-vis AgroSeason. In the event of non-payment of an invoice by the due date, ipso jure and without prior notice moratory interest of 12% a year shall be payable as well as all other amounts due (even those for which the due date has not yet arrived).

(iii)If the buyer fails to pay the AgroSeason invoice or is in breach of any obligation under these terms and conditions, AgroSeason shall be entitled to terminate its contract with the Buyer immediately (without prejudice to any other right or remedy available to AgroSeason under these terms and conditions or otherwise) and, without prejudice to AgroSeason’ right to terminate its contract with the Buyer in such circumstances, the outstanding balance owed by the Buyer shall become due and payable immediately.

iv) AgroSeason reserves the right at its discretion and without notice to the Buyer to:

(a) Charge the Buyer for any extra production and colour processing costs because of any act or omission by the Buyer to supply artwork, film, copy or other materials of sufficient quality

(b) Change any matters shown on the Rate Card, including in particular (but not limited to), its scale of advertisement rates at any time.

4. Cancellation of an Advertisement

(i) An Insertion Order or any other application cannot be withdrawn or changed unilaterally by the Buyer.

(ii) Any withdrawal or unilateral change by the Buyer of its Insertion Order or any other application and any request made by a Buyer to reduce the Advertisement space shall be considered and treated as a cancellation.

(iii) If the Buyer wishes at any time prior to publication to cancel or reduce the Advertisement space allocated to him, then written notice of such wish, stating the reasons for such cancellation or reduction, must be given to AgroSeason by recorded delivery post. For the avoidance of doubt AgroSeason shall not be obliged to accept the Buyers notice of cancellation or reduction.

The date of cancellation shall be the date AgroSeason notifies the Buyer that it accepts the Buyer’s notice.

(iv) Without prejudice to Conditions 4(i), (ii) and (iii), the following costs remain due on cancellation, and the Buyer acknowledges that these charges represent a genuine pre-estimate of AgroSeason losses:

Print advertising

a) Notice of cancellation received 29 –42 days or more before first publication, 25% of total booking fee due

b) Notice of cancellation received 15-28 days before first publication, 50% of total booking fee due

c) Notice of cancellation received 0-14 days before first publication, 100% of total booking fee due

Digital advertising

  1. Notice of cancellation received 28 days or more before first display, 25% of total booking fee due
  2. Notice of cancellation received 8-27 days before first display, 50% of total booking fee due
  3. Notice of cancellation received 0-7 days before first display, 100% of total booking fee due

(v) In the event that AgroSeason accepts the Buyer’s notice of cancellation or reduction of its advertisement space, or in the event that AgroSeason terminates the contract with the Buyer for whatever other reason, AgroSeason shall have the absolute discretion (but without prejudice to any other right or remedy available to AgroSeason and without being under any liability to refund or reduce any payments due under these Terms and Conditions) to reallocate or resell the Advertisement space allocated to the Advertiser and to apply, from date of the contract between AgroSeason and the Buyer, cancellation charges equal to the amounts mentioned under paragraph 4(iv) above.

5. Buyers Obligations

The Buyer hereby warrants, represents and undertakes to AgroSeason that:

a) In relation to any and all Advertisements the Buyer contracts with AgroSeason as principal notwithstanding that the Buyer may be acting directly or indirectly for the Advertiser or in any other representative capacity;

b) Should the Buyer change its name, trading style, identity, address, or should any other details disclosed by the Buyer to AgroSeason change, the Buyer must give written notice to AgroSeason within 5 Working Days of such change(s);

c) Any and all other Advertiser Dependencies will be met and unless otherwise agreed in writing by AgroSeason, all copies for any Advertisements will be delivered to AgroSeason in an approved digital format and/or file configuration and, in the case of an advertisement to be published in a Print Publication, delivered prior to the Copy Deadline;

d) The required advertising copy must be supplied by the Advertiser by the publication deadline. In the event of copy instructions or finished artwork not being supplied by the due date, the Publisher reserves the right to repeat the copy/artwork last used or alternatively publish only the name and address of the advertiser. In either case, the original total price of the order will remain payable. Any additional work to prepare the copy for publication may be charged for;

e) The publication of the Advertisement by AgroSeason (either in the Print Publication or Online or both, as the case may be) in the form originally submitted by the Buyer (or as amended pursuant to Condition 6 below) will not breach any contract with a third party or infringe any copyright, trademark or another proprietary right of any third party or otherwise be unlawful or render AgroSeason liable to any proceedings, claims, demands, costs or expenses or any other loss whatsoever;

f) In the case of any advertisement submitted for publication by the Buyer which contains the name or pictorial representation, whether photographic or otherwise, of any living person or any part of the anatomy of any living person or any material by which any living person may be identified, the Buyer or the Advertiser has obtained the authority of that living person to make use of his or her name, identity, image, representation and/or copy;

g) In relation to any financial promotion (as defined under the Financial Services and Markets Act 2000), the Advertiser is, or its content has been approved by, an authorised person within the meaning of the Act or the Advertisement is otherwise permitted under the Act, under the Financial Promotion Order 2001 or under any other legislation subordinate to the Act;

h) The Advertisement complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of Zimbabwe) and applicable laws for the time being in force or applicable to Zimbabwe;

i) All advertising copy submitted to AgroSeason is legal, decent, honest and truthful, and complies with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising

Standards Authority;

j) All instructions, artwork or other material submitted to AgroSeason by electronic means shall not contain software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, and shall not be corrupted;

k) Any information supplied in connection with the Advertisement is accurate, complete and true;

l) Where the Buyer is the Advertiser’s agent, the Buyer is authorised by the Advertiser to place the Advertisement with AgroSeason and the Buyer will indemnify AgroSeason against any claim made by the Advertiser against AgroSeason arising from

publication of the same; and

m) The Buyer has retained sufficient quantity and quality of any artwork, film or other materials and copy relating to the Advertisement as AgroSeason shall not be liable for the loss of or damage to any of these items submitted to AgroSeason.

6. Advertisements: Copy, Alterations, Accuracy, Publication, etc

6.1 Notwithstanding Condition 5 above AgroSeason shall be entitled at any time to require the Buyer to amend any artwork, materials and copy for and relating to any Advertisement, or refuse (without notice) to publish any Advertisement for the

purpose of:

  1. Complying with any legal or moral obligations placed on AgroSeason or the Buyer or the Advertiser; or
  2. Avoiding the infringement of (i) the rights of any third party or (ii) the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority or (iii) any
  3. other applicable law; or
  4. Meeting to AgroSeason reasonable satisfaction (i) the production and quality specifications stipulated on the Rate Card or (ii)

any other Advertiser Dependencies.

6.2 AgroSeason reserves the right at its discretion and without notice to the Buyer:

a) To decline to publish or omit, alter, suspend or change the position of any Advertisement otherwise accepted for insertion, or publication. However, AgroSeason will endeavour to comply with the reasonable and practicable wishes of the Buyer although AgroSeason does not warrant the date of publication or insertion, the wording, or the quality of the reproduction of the Advertisement; and

b) to destroy all artwork, film, copy or other materials submitted by the Buyer and which have been in AgroSeason’ possession for more than six (6) months from the date of their last use by AgroSeason, unless specific written instructions have been received from the Buyer to the contrary.

6.3 All copyright and all other rights of a similar nature that are created or exist in material originated by AgroSeason in connection with the publication of the Advertisement remains vested in AgroSeason.

6.4 Advertisements: Online Publications

6.4.1 The Buyer shall submit a copy for the Advertisement at least 48 hours prior to the intended go-live date. If the Buyer submits its copy late then AgroSeason reserves the right to publish the Advertisement at a time of its choosing.

6.4.2 If the Buyer is supplying creative content in the form of an advertisement that links to another website the Buyer must inform AgroSeason in writing at least 2 Working Days prior to the intended go-live date.

6.4.3 If an Advertisement link to another website the Buyer is responsible for maintaining the link and for the content of the linked-to website. AgroSeason may remove any Advertisement which contains content or links to a website which, in AgroSeason’ discretion, is (or is likely to be) defamatory or objectionable or otherwise likely to bring AgroSeason into disrepute. The Buyer will indemnify AgroSeason from and against any claims or liability suffered or incurred by AgroSeason arising in any connection from links contained in an Advertisement.

6.4.4 If AgroSeason receives complaints about the content of an Advertisement it may, at its discretion, remove the Advertisement from display without reference or liability to the Buyer or Advertiser.

6.4.5 The provisions set out in this condition 4.4 apply in addition (save where the context expressly permits) and without prejudice to all other provisions set out in these terms and conditions.

7. Advertisements: Responsibility & Liability

7.1 The Buyer shall indemnify and keep indemnified AgroSeason against all proceedings, claims, demands, damages, costs, expenses or any other loss whatsoever arising directly or reasonably foreseeable as a result of (i) the publication of the Advertisement or (ii) any breach of the Buyer’s obligations under these terms and conditions or implied by law.

7.2 With regard to the actual or intended insertion of an Advertisement in any Print or Online Publication AgroSeason shall not be responsible to the Buyer or liable for:

  1. Checking the correctness of the Advertisement in the form it is received from the Buyer;
  2. Any error in the Advertisement in the form it is received from the Buyer;
  3. The wording, representation, placement or quality of colour or mono reproduction of the Advertisement;
  4. The actual positioning or prominence of the Advertisement in a Print Publication and/or Online (as the case may be);
  5. The repetition of any error in an Advertisement ordered for more than one insertion;
  6. The distribution of the Print or Online Publication in a specific geographical area;
  7. The failure, corruption or malfunction of any system of electronic publication, whether by means of electronic storage, display or retrieval equipment or otherwise;
  8. Any order given by the Buyer in the nature of a “stop order” or cancellation or transfer of the publication of the Advertisement unless it is given to AgroSeason in writing in the case of an Advertisement to be published in a Print Publication, at least 28 Working Days before the copy deadline and, in the case of an Advertisement to be published in Online, at least 72 hours prior to the intended go-live date;
  9. Any loss whatsoever caused by delay or failure by AgroSeason to issue a Print Publication or Online Publication on the due date (or such other date of release, display or publication, as the case may be), or AgroSeason decision to suspend the Print and/or Online publication or cease the Print or Online publication altogether;
  10. The payment of any damages or other compensation for breach of contract because of AgroSeason’ failure to perform any of its obligations under these terms and conditions if such failure is caused by anything beyond AgroSeason reasonable control (that is to say as a result of force majeure) including acts or threats of terrorism, strikes, lock-outs or other industrial actions or trade disputes, pandemic, epidemic or other widespread illness whether involving AgroSeason employees or those of any third party;
  11. any loss whatsoever caused as a consequence of any instructions, artwork or any other material relating to the Advertisement being submitted by the Buyer in electronic form that is in breach of the warranty at Condition 5(h) above;
  12. any matter of complaint, claim or query (whether in relation to the Advertisement, in which case Condition 7.3 shall apply, or AgroSeason invoice related thereto) unless raised with AgroSeason in writing within 5 Working Days following the publication of the Advertisement or at the date on which it is claimed the Advertisement was intended to appear, or the receipt by the Buyer of the invoice giving rise to it;
  13. Any failure of the Advertisement to meet or generate any target response levels or page impressions; and
  14. Any loss or damage howsoever arising due to the quality or reproduction of any photographs of files.

7.3 Subject to Condition 7.2, if an Advertisement contains an error caused by AgroSeason and this detracts materially from the Advertisement then provided the Buyer gives written notice to AgroSeason of the error in the Advertisement (as the case may be):

a) Within 5 Working Days of its publication or display in the case of a single order; or

b) Before either the Copy Deadline for its next insertion or subsequent go-live date (as the case may be) in the case of a series order AgroSeason will at its discretion either:

c) Give the Buyer credit for the cost of the Advertisement containing the error; or

d) Publish the Advertisement for a second time without charge to the Buyer and to that extent such credit or re-publication (as the case may be) shall be AgroSeason’ maximum liability to the Buyer. Such matter dealt with under this Condition 7.3 shall not affect the liability of the Buyer for payment by the due date of AgroSeason charges for the Advertisement and all other Advertisements.

7.4 Except to the extent specified in Condition 7.3, AgroSeason shall not be liable for any loss or damage suffered by the Buyer (or the Advertiser) as a result of any total or partial failure of publication, distribution or availability of any Print or Online Publication in which any Advertisement is scheduled to be included, or for any error, misprint or omission in the printing of any Advertisement.

7.5 The total liability of AgroSeason to the Buyer for any act or omission of AgroSeason, its employees or agents relating to any Advertisement shall not exceed the amount of the full refund of any price paid to AgroSeason for the Advertisement or the cost of a reasonably comparable further or corrective Advertisement. Without limiting the foregoing, AgroSeason shall not be liable for any (i) loss of profits, goodwill or business or (ii) indirect or consequential loss.

8. Defaults and Buyer’s Insolvency

If the Buyer breaches or fails to perform or observe any obligations or restrictions set out in these Terms and Conditions, or if the Buyer becomes bankrupt, commits any act of bankruptcy, ceases to carry on business, goes into liquidation, or has a receiver, administrative receiver, manager or administrator appointed in respect of any of its assets or enters into any composition with its creditors generally or has a petition preserved for the making of an administration order or has an order made or resolutions made for it to be wound up (otherwise than in furtherance of any scheme for amalgamation or reconstruction) or undergoes any similar or equivalent process in any jurisdiction then AgroSeason shall be entitled without notice to the Buyer to terminate its contract with the Buyer forthwith and to resell or reallocate the Advertisement space allocated to the Buyer and the provision of paragraph 4 above relating to the cancellation of Advertisement space shall apply.

9. Assignment

The Buyer shall not be entitled to assign or delegate to a third party, any rights or obligations of the Buyer arising under these Terms and Conditions. AgroSeason shall be entitled to assign the benefit (subject to the burden) of its contract with the Buyer without notice to or consent from the Buyer.

10. Data

The Advertiser acknowledges and agrees that data submitted by it in connection with a Booking may be used for the purposes of updating the Advertiser’s details on AgroSeason’ databases and of compiling statistical information.

11. Entire Agreement

These Terms and Conditions contain the entire agreement between AgroSeason and the Buyer and may not be changed orally, but only in writing signed by a duly authorised representative of the party against whom enforcement of any waiver, change, modification or discharge is sought.

12. Governing Law and Jurisdiction

These Terms and Conditions shall be constructed in accordance with Zimbabwean law.

From: Francis Bingandadi

Producer/ Director

Brand Reality Pvt Ltd

PD11, Second Floor, CAIPF Building, Gweru, Midlands, Zimbabwe

Mobile: +263 772 370 343: +263 719 343 370

Email: binga.francis@gmail.com, francis@agroseason.co.zw