Terms & Conditions


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Use of website Terms & Conditions

This page (together with any documents it refers to) provides you with the terms and conditions under which you may make use of our web sites.

Information about us

The following web sites and associated sub domains including but not limited to

  • TheCrossBorderGroup.com
  • IRmagazine.com
  • CorporateSecretaryMagazine.com

are operated by Cross Border Ltd ('company' or 'we'). The company is registered in England and Wales under company number 3724289 and with its registered office at Palladium House, 1-4 Argyll Street, London, W1F 7LD, UK.

Our main trading addresses are: 1 Sekforde Street, London, EC1R 0BE, UK, and 65 Broadway, Suite 1801, New York, NY 10006, USA.

Accessing our sites

Access to our sites is permitted on a temporary basis and we reserve the right to withdraw or amend the service without notice (see below).

You are responsible for making all arrangements necessary for you to have access to our sites. You are also responsible for ensuring that all persons accessing the sites through your internet connection are aware of these terms and that they comply with them.

If you are provided with a user ID, password or any other piece of information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party.

Intellectual property

We own copyrights in these sites and in material published on them. Those works are protected by copyright laws and treaties around the world. All our rights are reserved. © Cross Border Ltd 2005.

You may print off one copy of any page(s) from our sites for your personal reference and you may draw the attention of others within your organization to material posted. Our status (or that of any identified contributors) as the authors of material on this site should always be acknowledged.

Reliance on information posted

Commentary and other materials posted on our sites are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed by any visitor to the sites or anyone who may be informed of any of their contents.

Viruses

Cross Border Ltd gives no warranty that the sites are free from viruses, worms or any other code having similarly destructive properties. Users of the sites are responsible for installing their own up-to-date anti-virus or virus-checking software, and Cross Border Ltd excludes liability to the fullest extent allowed by applicable law for any consequential or incidental loss (including but not limited to loss of profits, loss of privacy, loss of reputation or loss of goodwill) or for any other damages that might arise out of or are otherwise related to the site.

Our sites changes regularly

We update our web sites regularly and so may change the content at any time. If the need arises, we have the option to suspend the sites or to close them indefinitely.

Information about you and your visits to our site

We process information about you in accordance with our privacy policy. You consent to such processing and you warrant that all data provided by you is accurate.

Transactions concluded through these sites

Contracts for the supply of goods, services or information by Cross Border Ltd formed through these sites or as a result of visits made by you to these sites are governed by our conditions of supply.

Linking to our sites

You may link to the home page of any of our sites, provided you do so in a way that is fair and legal and which does not damage our reputation or take advantage of it. In particular, you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Our sites must not be framed on any other site, nor should you establish a link to any part of our sites other than the home page. We reserve the right to withdraw linking permission without notice.

If you wish to make any use of material on our sites other than that set out above, please address your request to mail@thecrossbordergroup.com.

Links from our site

Our sites contain links to various sites and other resources provided by third parties. These links are provided for your information only. We have no control over the content of those sites or resources and accept no responsibility for them or for any loss or damage that may be suffered in connection with your use of them.

Jurisdiction and applicable law

The English courts will have non-exclusive jurisdiction over any claim arising from or related to a visit to this web site. English law will apply to these terms and conditions.

Your concerns

If you have any concerns about material that appears on our sites please contact webmaster@thecrossbordergoup.com.

Privacy policy

Cross Border Ltd is committed to protecting and respecting your privacy. This policy sets out the basis on which your personal data will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how it will be treated by us.

For the purpose of the Data Protection Act 1998 ('the act') the data controller is Cross Border Ltd of 1 Sekforde Street, London EC1R 0BE.

Information we may collect from you

We may collect and process the following data about you:

  • Information that you provide by filling in forms on our sites. This includes information provided at the time of registration or at the time of posting material or requesting further services. We may also ask you for information when you enter a competition or promotion sponsored by Cross Border Ltd, and when you report a problem with our sites.
  •  If you contact us, we may keep a record of that correspondence.
  •  We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.
  • Details of transactions you carry out through our sites and of the fulfillment of your orders.
  • Details of your visits to our sites and the resources that you access.

IP addresses and cookies

We may collect information about your computer including, where available, your IP address, operating system and browser type for system administration and to report aggregate information to our advertisers. This is data about our users’ browsing actions and patterns and does not identify any individual.

For the same reason we may obtain information about your general internet usage by using a cookie file, which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our sites and to deliver a better and more personalized service.

They enable us:

  • to estimate our audience size and usage pattern
  • to store information about your preferences and so allow us to customize our sites according to your individual interests
  • to speed up your searches
  • to recognize you when you return to our sites.

You may refuse to accept cookies by activating the setting on your browser, which allows you to refuse the setting of cookies. However, if you select this setting you may be unable to access certain parts of our web sites.

Please note that our advertisers may also use cookies over which we have no control.

Where we store your personal data

The data we collect from you may be transferred to and stored at a destination outside the European Economic Area. By submitting your personal data you agree to this transfer. Cross Border Ltd will take all steps reasonably necessary to ensure your data is treated securely and in accordance with this privacy policy.
All information you provide to us is stored on our secure servers. Any payment transactions will be encrypted using SSL technology. Where we have provided you (or where you have chosen) a password that enables you to access certain parts of our sites, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.

Unfortunately, the transmission of information via the internet is not completely secure. So, while we will do our best to protect your personal data, we cannot ensure the security of your data transmitted to our sites. Any transmission is at your own risk. Once we have received your information we will use strict procedures and security features to prevent unauthorized access.

Uses made of the information

We use information held about you in the following ways:

  • to ensure that content from our web sites is presented in the most effective manner for you and your computer
  • to provide you with information, products or services that you request from us or which we feel may interest you
  • to allow you to participate in interactive features of our service where you choose to do so
  • to notify you about changes to our service.

We may also use your data to provide you with information about goods and services that may be of interest to you.

We do not disclose individual information to any third party without your prior consent save that we may disclose your personal information to third parties:

  • in the event that we sell or buy any business or assets in which case we may disclose your personal data to the seller or buyer of such business or assets
  • if Cross Border Ltd or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will of course be one of the transferred assets
  • if we are under a duty to disclose or share your personal data in order to comply with any legal obligation or in order to enforce or apply our terms and conditions and other agreements, or protect the rights, property or safety of Cross Border Ltd, our customers or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction.

Your rights

You have the right to request us not to disclose any of your personal data or information or to pass information to third parties. We will usually inform you before collecting your data if we intend to disclose your information to any third party, and you can exercise that right by checking certain boxes on the forms we use to collect your data. You can also notify us by contacting us at 1 Sekforde Street, London EC1R 0BE or at mail@thecrossbordergroup.com.

Our sites contain links to and from our advertisers’, partners’ and affiliates’ web sites. If you follow a link to their sites, please note that these sites have their own privacy policy and that Cross Border Ltd does not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these sites.

Access to information

The act gives you various rights including the right to access information held about you. Your right to access can be exercised in accordance with the act. Questions about this privacy policy can be addressed to mail@thecrossbordergroup.com.

Subscription terms and conditions

Right to refuse orders
We reserve the right not to fulfill and to cancel orders:

  1. in the event of obvious inaccuracies in prices, except that we may fulfill your order at the correct price;
  2. if we are unable to obtain payment authorization from the issuer of your payment card.

Delivery
We will deliver the magazines to the address you notify to us when you place your order. You agree that we will not be responsible for failure to deliver the magazines if you have supplied us with an incorrect address. We reserve the right to dispose of incorrectly addressed envelopes and their contents without an obligation to refund you or any other person if they are returned to us and despite efforts to contact you we do not receive correct address details.

Cancellations and Refunds
The minimum term for all subscriptions is six months, after which you may cancel your subscription contract at any time by notifying our customer services team. We will refund you the cost of the issues not yet issued to you at the time you notify us of your wish to cancel.

Credit Card Refunds: please note that all credit card refunds will be issued in US dollars or £ sterling. Your Credit Card company will convert the sterling amount into your local currency and may charge an additional fee for completing the transaction. If you have any queries about credit card refunds please contact our customer services team.

Promotional offers
Special promotional offers on subscriptions cannot be applied to orders already placed with Cross Border Ltd.

Subscription rates in €
Prices quoted in € are an approximate figure. All credit cards will be debited in Pounds Sterling by your bank or building society on behalf of Cross Border Ltd. Euro prices shall be converted by Cross Border Ltd at the rate of exchange published by www.xe.com on the day that the credit card is charged. Your bank or building society may apply a different exchange rate to that applied by Cross Border Ltd to convert the Pounds Sterling amount to your local currency and/or charge an additional fee for the transaction. If you have any queries about the prices charged by Cross Border Ltd please contact our customer services team.

Subscription rates in Canadian $
Prices quoted in Canadian $ are an approximate figure. All credit cards will be debited in US $ by your bank on behalf of Cross Border Ltd. Canadian $ prices shall be converted by Cross Border Ltd at the rate of exchange published by www.xe.com on the day that the credit card is charged. Your bank may apply a different exchange rate to that applied by Cross Border Ltd to convert the US $ amount to your local currency and/or charge an additional fee for the transaction. If you have any queries about the prices charged by Cross Border Ltd please contact our customer services team.

Subscription rates in US $ (for Asia-Pacific subscribers)
Prices quoted in US $ (for Asia-Pacific subscribers) are an approximate figure. All credit cards will be debited in Pounds Sterling by your bank or building society on behalf of Cross Border Ltd. US $ prices shall be converted by Cross Border Ltd at the rate of exchange published by www.xe.com on the day that the credit card is charged. Your bank or building society may apply a different exchange rate to that applied by Cross Border Ltd to convert the Pounds Sterling amount to your local currency and/or charge an additional fee for the transaction. If you have any queries about the prices charged by Cross Border Ltd please contact our customer services team.

Subscription Term
If the magazine ordered changes frequency per annum, we will honour the number of issues paid for, not the term of the subscription.

Queries
If you have any queries or comments about your subscription please contact:

Brigitte Toledano
Phone: +1 212 430 6861

 

Advertising and sponsorship Terms & Conditions

A ADVERTISING

All Advertisements are accepted subject to the conditions of insertion set out below.

1 Ordering

1.1 By placing an order for the insertion of an Advertisement in a Publication or on the Web Site or in other media the Buyer confirms its acceptance of and agreement to these terms and conditions (“Conditions”) and the provisions of the applicable Rate Card which shall be deemed to be incorporated into them. In the event of variation or inconsistency between these conditions and the provisions of the applicable Rate Card, these Conditions shall prevail.

1.2 These Conditions (with such variations, if any, as the Company may expressly agree in writing) shall apply to each contract for placing an advertisement to the exclusion of any other terms and conditions including without limitation any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document.

2 Buyer's indemnity and warranties

2.1 The Buyer accepts full legal responsibility in respect of any Advertisement submitted by it for publication and indemnifies the Company and shall keep it fully and effectively indemnified against any actions, proceedings, claims, demands, damages, costs (including legal costs) and any other liability whatsoever (civil or criminal) arising directly or indirectly and whether or not reasonably foreseeable from (a) the Company’s handling, publication or reproduction of the Advertisement, and/or (b) any breach by the Buyer of any obligations, warranties or representations contained in these Conditions or implied by law.

2.2 Without prejudice to the generality of the foregoing, the Buyer warrants and represents that:

2.2.1 The Advertisement does not contravene any Act of Parliament in the United Kingdom, law of the European Union, rule of any statutorily recognised regulatory authority, or any other relevant legislation or code of practice;

2.2.2 The publication, republication and reproduction of the Advertisement (whether or not amended in accordance with Condition 3.4) in any medium will not (a) infringe any Rights of any third party, (b) breach any contract, agreement or understanding, (c) be in any way contrary to the law applicable anywhere in the world, or (d) otherwise expose the Company to the risk of any civil or criminal proceedings whatsoever;

2.2.3 In respect of any Advertisement which contains the name and/or image of any living person, the Buyer has obtained the authority of such person to make use of their name and/or image;

2.2.4 No contamination file, virus, worm or Trojan horse is contained in or will originate from the advertisement, its content or any linked area or from any e-mail, attachment, message or other documentation supplied by the Buyer;

2.2.5 The Advertisement is legal, decent, honest and truthful and does not infringe the British Codes of Advertising and Sales Promotion or any other relevant codes of any other relevant regulatory body; and

2.2.6 Where it is acting as an advertising agency or media buyer, or in some other representative capacity, the Buyer is authorised by the Advertiser to place the Advertisement in accordance with these Conditions.

3 Supply of proofs and corrections

3.1 The Advertisement and all artwork, copy, photographs, copy instructions, proofs and other material necessary for the publication of the Advertisement (together the “Materials”) must be received by the Company in such form and by such date as the Company may specify in the contract.

3.2 If the Materials are not received by the date or in the form specified in Condition 3.1, the Company reserves the right (at its sole discretion), and without prejudice to the Company's right to be paid for the relevant Advertisement either (a) to print the relevant Advertisement from any copy or proofs previously supplied by the Advertiser (or, if different, the Buyer), or (b) not to publish the relevant Advertisement.

3.3 The Company cannot undertake to make, nor shall it be responsible for, any alterations or corrections to the Advertisement if requested after the latest date specified for such alterations or corrections.

3.4 The Company may (without prejudice to the Buyer's warranties contained in these Conditions) make or require the Buyer to make any amendments, corrections or alterations to an Advertisement that the Company considers in its absolute discretion necessary or desirable, whether to conform with the style and subject matter of the Publication, with the Buyer’s warranties in these Conditions or the technical specifications set out in the applicable Rate Card, for legal or regulatory reasons or otherwise.

4 Materials

The Buyer acknowledges that the Rights in all artwork, copy and other materials which the Company or its employees or its contractors has originated or re-worked shall vest solely in the Company.

5 Company responsibilities

5.1 The Company will use its reasonable endeavours to comply with the wishes of the Buyer in relation to the placing of the Advertisement in the Publication but notwithstanding this, the Company cannot guarantee and does not warrant:

5.1.1 The Publication Date, the wording or the quality of colour or mono reproduction of the Advertisement;

5.1.2 That the Advertisement will be placed in any special position unless specified in the contract. Any such agreement by the Company will be specific to an identified Advertiser, and no other Advertiser may take the agreed position without the Company’s prior written consent.

5.2 The Buyer acknowledges, in relation to any Advertisement to be published on the Web Site, that the Site will not be continuously available and will be subject to suspension from time to time for routine maintenance and updating.

6 Cancellations

6.1 The Company reserves the right without giving prior notice to the Buyer (a) to postpone, suspend, transfer or cancel the publication of the Advertisement, and/or (b) to change the position of the Advertisement in the Publication. Provided that the Buyer is not in breach of any of these Conditions the Company will in such cases return any money paid by the Buyer in respect of any Advertisement which does not appear in the Publication.

6.2 At the time an order is placed by the Buyer, if the Buyer is an advertising agency or media buyer and does not disclose (a) the name of its Advertiser client, and/or (b) the goods or services which are to be the subject of the Advertisement for that space, the Company may at any time refuse to accept or suspend the Advertisement, and in such circumstances neither the Buyer nor the Advertiser shall have any claim against the Company in respect of such refusal or suspension, and if the space is not filled by the Company, the Buyer shall be responsible for any loss suffered by the Company.

6.3 The Company will only accept a request from the Buyer to postpone, suspend, transfer or cancel publication of an Advertisement if the request is received in writing by the Company eight weeks before publication date. Any such requests after that shall not affect the Buyer’s liability for payment for the Advertisement. Where a buyer has a discounted rate for booking a series of insertions, such discounts will be repayable on cancellation of the series. The Company may treat as a cancellation the fact that the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 before payment in full of the price for the relevant Advertisement or is otherwise in breach of any of these Conditions.

7 Errors

7.1 If there is an error in the Advertisement as published or publication is delayed or does not occur as planned, the Company will not be liable unless this is caused by its neglect or default.

7.2 The Buyer shall notify the Company in writing of any error in a published Advertisement as soon as practicable. The Company shall not be liable for the repetition of an error in an Advertisement not drawn to its attention in accordance with this Condition.

B SPONSORSHIP

1 Ordering

1.1 By placing an order for sponsorship of an event the Buyer confirms its acceptance of and agreement to these conditions and the provisions of the applicable Rate Card which shall be deemed to be incorporated into these Conditions. In the event of any variation or inconsistency between these Conditions and the provisions of the applicable Rate Card, these Conditions shall prevail.

1.2 These Conditions (with any variations the Company expressly agrees in writing) shall apply to each contract for Sponsorship to the exclusion of any other terms and conditions including without limitation any terms or conditions which the Buyer purports to apply under any purchase order, order confirmation, specification or other document.

2 Logo

The Company acknowledges that all rights in the Buyer’s Logo belong to the Sponsor. The Buyer acknowledges that all rights in the Event being sponsored and in the Event Logo belong to the Company. Accordingly, all materials (including without limitation materials produced by or on behalf of the Buyer) which contain any such name or Logo are subject to the Company’s prior approval.

3 General promotion

The parties acknowledge the Buyer’s right to promote its sponsorship with the Event in any advertising, sales promotion or other medium, subject in each case to the prior approval of the Company, such approval not to be unreasonably withheld. The Buyer agrees to use all reasonable endeavours to promote the Event to its clients with a view to such persons attending the Event.

C RATES AND PAYMENT FOR ADVERTISING AND SPONSORSHIP

Unless the Company agrees otherwise in writing:

1.1 The price for any Advertisement will be the Rate Card price prevailing at the Publication Date. The price for any Sponsorship will be the price specified in the Contract.

1.2 In the case of Advertisements, payment is due within 21 days of the date of the invoice for the Advertisement. For sponsorships, payment is due within 21 days of the date of the invoice or within 48 hours of the start of the event, whichever is sooner. Failure to meet the payment terms for a sponsorship may preclude the sponsor’s further involvement in the event.

1.3 The Buyer acknowledges the cost to the Company of late payment of the Company’s invoices and accordingly agrees to pay in respect of any payment not made by the due date the aggregate of:-

1.3.1 an administration fee of £75; and

1.3.2 interest (accruing on a daily basis) on the amount unpaid at the rate of 5 per cent above the current UK interest rate as set by the Monetary Policy Committee of the Bank of England from the due date for payment up to the date on which the Company receives the full outstanding amount together with all interest.

1.4 The Company reserves the right to charge the Buyer for the cost of the Company's (or its printers') extra production work arising from any exceptional production requirements or any acts or defaults of the Buyer (including without limitation amendments, corrections or alterations made pursuant to Condition 3.4 above).

1.5 The Company shall, on request, provide the Buyer with one voucher copy of the relevant Publication for each insertion.

1.6 VAT will be included and itemised separately on Company invoices, where appropriate, at the rate prevailing.

D ENTIRE AGREEMENT

1.1 These Conditions, read together with the Rate Card and the Contract, constitute the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the placing of Advertisements by the Company. The Buyer or Sponsor agrees that it has not been induced to enter into these Conditions in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in these Conditions as a warranty. The only remedy available to the Buyer for breach of the said warranties shall be for breach of contract under the terms of these Conditions and the parties unconditionally and irrevocably waive any other claims, rights or remedies that may otherwise be available.

E LIMITATION OF LIABILITY

1.1 The Company shall not be liable for any indirect or consequential loss (including without limitation business interruption and loss of profits, business, goodwill, reputation, anticipated savings, information or data) whether arising out of breach of contract, tort (including negligence), breach of statutory duty or otherwise howsoever; and

1.2 The Company’s total liability in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising in connection with the performance or contemplated performance of these Conditions shall be limited to (a) refund of its charge for the relevant Advertisement or Sponsorship, or (in the Company's absolute discretion) (b) the free repeat publication of the relevant Advertisement or an appropriate corrective advertisement or a substitute sponsorship arrangement.

F FORCE MAJEUR

1.1 The Company shall not be liable for any failure to publish the Advertisement or hold an Event or perform any of its other obligations under these Conditions caused by circumstances beyond its reasonable control (including without limitation a labour dispute between a third party and its employees or an act of terrorism or military action).

G MISCELLANEOUS

1.1 Reference to an act or omission of the Buyer shall include any act or omission of any relevant director, employee or agent of the Buyer.

1.2 Reference to any Statute or Code of Practice shall be deemed to include reference to such Statute or Code as amended, updated, re-enacted or replaced from time to time, as well as any subsidiary legislation, regulations or statutory instruments enacted under any such Statute.

1.3 Nothing in these Conditions shall operate to limit or exclude any liability for fraud or death or personal injury caused by the negligence of the Company or any other person for whose actions the Company is responsible or for any other liability to the extent that such liability may not be excluded or limited as a matter of law.

1.4 The Buyer shall pay all monies which are payable by it to the Company without any right of set off, abatement, deduction, discount or withholding in respect of monies due from the Company or alleged to be due from the Company to the Buyer (or, if different, the Advertiser).

1.5 No person who is not a party to these Conditions has any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise howsoever to enforce any term of these Conditions.

1.6 These Conditions shall be governed and construed in accordance with the laws of England and each party agrees to submit to the exclusive jurisdiction of the English Courts.

H INTERPRETATION

1.1 In these Conditions unless the context otherwise requires reference to the singular includes reference to the plural (and vice versa) reference to any gender includes reference to the other gender and the following capitalised expressions shall have the following respective meanings and all other capitalised expressions have the meaning ascribed to them elsewhere in these Conditions:-

“Advertisement(s)” shall include any loose or inserted advertisement, any advertisement attached to or distributed with a Publication (including free gifts), information supplied in connection with an advertisement, and advertisements in any form (including without limitation electronic readable form on the Web Site);

“Advertiser” shall mean the person advertising its products or services or making an announcement in the Advertisement;

“Archive” shall mean any database in which the Company retains for future reference or use by itself or others material (including Advertisements) which has been published in or with a Publication or the Web Site;

“Buyer” shall mean the person placing an order for Sponsorship of an event or the person placing an order for the insertion of an Advertisement with the Company, whether or not that person is the Sponsor or the Advertiser;

“Company” shall mean Cross Border Limited (company number 03724289), whose registered office is at Palladium House, 1-4 Argyll Street, London, W1F 7LD, UK;

“Day(s)” shall mean any day except for a Saturday, Sunday or a day which is a public holiday in England and Wales;

“Financial Promotion” means any Advertisement that comprises or includes an invitation or inducement to engage in investment activity (as those terms are from time to time interpreted for the purposes of the FSMA);

“Publication” means each periodical printed publication published by the Company;

“Publication” means the relevant issue of a Publication or, as the context requires, the relevant period of publication on the Web Site;

“Rate Card” means the Company's current rate card in respect of a Publication or the Web Site including, without limitation, advertising rates and additional conditions concerning copy and cancellation dates, technical and stylistic specifications and any related information;

“Rights” means any copyright, extended or revived copyright, design right, registered design right, patent, performer’s property right, trade mark, database right, image right, moral right or any similar right exercisable in any part of the world;

“Sponsor” means the person sponsoring an event of any kind being run by the Company; and “Web Site” means each and every web site owned or operated by the Company.

 

Advertising and sponsorship Terms and Conditions (USA)

A ADVERTISING

All Advertisements are accepted subject to the conditions of insertion protocols set out below.

1 Ordering

1.1 By placing an order for the insertion of an Advertisement in a Publication or on the Cross Border Web Site or in other media the Buyer confirms acceptance of and agreement to these terms and conditions (“Conditions”) and the provisions of the applicable Rate Card which shall be deemed to be incorporated into them. In the event of variation or inconsistency between these conditions and the provisions of the applicable Rate Card, these Conditions shall prevail.

1.2 These Conditions (with such variations, if any, as the Company may expressly agree in writing) shall apply to each contract for placing an advertisement to the exclusion of any other terms and conditions including without limitation any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document.

2 Buyer's indemnity and warranties

2.1 The Buyer accepts full legal responsibility in respect of any Advertisement submitted by it for publication and indemnifies the Company and shall keep it fully and effectively indemnified against any actions, proceedings, claims, demands, damages, costs (including legal costs) and any other liability whatsoever (civil or criminal) arising directly or indirectly and whether or not reasonably foreseeable from (a) the Company’s handling, publication or reproduction of the Advertisement, and/or (b) any breach by the Buyer of any obligations, warranties or representations contained in these Conditions or implied by law.

2.2 Without prejudice to the generality of the foregoing, the Buyer warrants and represents that:

2.2.1 The Advertisement does not contravene any statutorily recognized US regulatory authority, or any other relevant legislation or code of practice;

2.2.2 The publication, republication and reproduction of the Advertisement (whether or not amended in accordance with Condition 3.4) in any medium will not (a) infringe any Rights of any third party, (b) breach any contract, agreement or understanding, (c) be in any way contrary to the law applicable anywhere in the world, or (d) otherwise expose the Company to the risk of any civil or criminal proceedings whatsoever;

2.2.3 In respect of any Advertisement which contains the name and/or image of any living person, the Buyer has obtained the authority of such person to make use of their name and/or image;

2.2.4 No contamination file, virus, worm or Trojan horse is contained in or will originate from the advertisement, its content or any linked area or from any e-mail, attachment, message or other documentation supplied by the Buyer;

2.2.5 The Advertisement is legal, decent, honest and truthful and does not infringe the relevant codes of any relevant US regulatory body; and

2.2.6 Where it is acting as an advertising agency or media buyer, or in some other representative capacity, the Buyer is authorized by the Advertiser to place the Advertisement in accordance with these Conditions.

3 Supply of proofs and corrections

3.1 The Advertisement and all artwork, copy, photographs, copy instructions, proofs and other material necessary for the publication of the Advertisement (together the “Materials”) must be received by the Company in such form and by such date as the Company may specify in the contract.

3.2 If the Materials are not received by the date or in the form specified in Condition 3.1, the Company reserves the right (at its sole discretion), and without prejudice to the Company's right to be paid for the relevant Advertisement either (a) to print the relevant Advertisement from any copy or proofs previously supplied by the Advertiser (or, if different, the Buyer), or (b) not to publish the relevant Advertisement.

3.3 The Company cannot undertake to make, nor shall it be responsible for, any alterations or corrections to the Advertisement if requested after the latest date specified for such alterations or corrections.

3.4 The Company may (without prejudice to the Buyer's warranties contained in these Conditions) make or require the Buyer to make any amendments, corrections or alterations to an Advertisement that the Company considers in its absolute discretion necessary or desirable, whether to conform with the style and subject matter of the Publication, with the Buyer’s warranties in these Conditions or the technical specifications set out in the applicable Rate Card, for legal or regulatory reasons or otherwise.

4 Materials

The Buyer acknowledges that the Rights in all artwork, copy and other materials which the Company or its employees or its contractors has originated or re-worked shall vest solely in the Company.

5 Company responsibilities

5.1 The Company will use its reasonable endeavors comply with the wishes of the Buyer in relation to the placing of the Advertisement in the Publication but notwithstanding this, the Company cannot guarantee and does not warrant:

5.1.1 The Publication Date, the wording or the quality of color or mono reproduction of the Advertisement;

5.1.2 That the Advertisement will be placed in any special position unless specified in the contract. Any such agreement by the Company will be specific to an identified Advertiser, and no other Advertiser may take the agreed position without the Company’s prior written consent.

5.2 The Buyer acknowledges, in relation to any Advertisement to be published on the Web Site, that the Site will not be continuously available and will be subject to suspension from time to time for routine maintenance and updating.

6 Cancellations

6.1 The Company reserves the right without giving prior notice to the Buyer (a) to postpone, suspend, transfer or cancel the publication of the Advertisement, and/or (b) to change the position of the Advertisement in the Publication. Provided that the Buyer is not in breach of any of these Conditions the Company will in such cases return any money paid by the Buyer in respect of any Advertisement which does not appear in the Publication.

6.2 At the time an order is placed by the Buyer, if the Buyer is an advertising agency or media buyer and does not disclose (a) the name of its Advertiser client, and/or (b) the goods or services which are to be the subject of the Advertisement for that space, the Company may at any time refuse to accept or suspend the Advertisement, and in such circumstances neither the Buyer nor the Advertiser shall have any claim against the Company in respect of such refusal or suspension, and if the space is not filled by the Company, the Buyer shall be responsible for any loss suffered by the Company.

6.3 The Company will only accept a request from the Buyer to postpone, suspend, transfer or cancel publication of an Advertisement if the request is received in writing by the Company eight weeks before publication date. Any such requests after that shall not affect the Buyer’s liability for payment for the Advertisement. Where a buyer has a discounted rate for booking a series of insertions, such discounts will be repayable on cancellation of the series. The Company may treat as a cancellation the fact that the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 before payment in full of the price for the relevant Advertisement or is otherwise in breach of any of these Conditions.

7 Errors

7.1 If there is an error in the Advertisement as published or publication is delayed or does not occur as planned, the Company will not be liable unless this is caused by its neglect or default.

7.2 The Buyer shall notify the Company in writing of any error in a published Advertisement as soon as practicable. The Company shall not be liable for the repetition of an error in an Advertisement not drawn to its attention in accordance with this Condition.

B SPONSORSHIP

1 Ordering

1.1 By placing an order for sponsorship of an event the Buyer confirms its acceptance of and agreement to these conditions and the provisions of the applicable Rate Card which shall be deemed to be incorporated into these Conditions. In the event of any variation or inconsistency between these Conditions and the provisions of the applicable Rate Card, these Conditions shall prevail.

1.2 These Conditions (with any variations the Company expressly agrees in writing) shall apply to each contract for Sponsorship to the exclusion of any other terms and conditions including without limitation any terms or conditions which the Buyer purports to apply under any purchase order, order confirmation, specification or other document.

2 Logo

The Company acknowledges that all rights in the Buyer’s Logo belong to the Sponsor. The Buyer acknowledges that all rights in the Event being sponsored and in the Event Logo belong to the Company. Accordingly, all materials (including without limitation materials produced by or on behalf of the Buyer) which contain any such name or Logo are subject to the Company’s prior approval.

3 General promotion

The parties acknowledge the Buyer’s right to promote its sponsorship with the Event in any advertising, sales promotion or other medium, subject in each case to the prior approval of the Company, such approval not to be unreasonably withheld. The Buyer agrees to use all reasonable endeavors to promote the Event to its clients with a view to such persons attending the Event.

C RATES AND PAYMENT FOR ADVERTISING AND SPONSORSHIP

Unless the Company agrees otherwise in writing:

1.1 The price for any Advertisement will be the Rate Card price prevailing at the Publication Date. The price for any Sponsorship will be the price specified in the Contract.

1.2 In the case of Advertisements, payment is due within 21 days of the date of the invoice for the Advertisement. For sponsorships, payment is due within 21 days of the date of the invoice or within 48 hours of the start of the event, whichever is sooner. Failure to meet the payment terms for a sponsorship may preclude the sponsor’s further involvement in the event.

1.3 The Buyer acknowledges the cost to the Company of late payment of the Company’s invoices and accordingly agrees to pay in respect of any payment not made by the due date the aggregate of-

1.3.1 an administration fee of $150; and

1.3.2 interest (accruing on a daily basis) on the amount unpaid at the rate of 5 per cent above the current interest rates from the due date for payment up to the date on which the Company receives the full outstanding amount together with all interest.

1.4 The Company reserves the right to charge the Buyer for the cost of the Company's (or its printers') extra production work arising from any exceptional production requirements or any acts or defaults of the Buyer (including without limitation amendments, corrections or alterations made pursuant to Condition 3.4 above).

1.5 The Company shall, on request, provide the Buyer with one voucher copy of the relevant Publication for each insertion.

D ENTIRE AGREEMENT

1.1 These Conditions, read together with the Rate Card and the Contract, constitute the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the placing of Advertisements by the Company. The Buyer or Sponsor agrees that it has not been induced to enter into these Conditions in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in these Conditions as a warranty. The only remedy available to the Buyer for breach of the said warranties shall be for breach of contract under the terms of these Conditions and the parties unconditionally and irrevocably waive any other claims, rights or remedies that may otherwise be available.

E LIMITATION OF LIABILITY

1.1 The Company shall not be liable for any indirect or consequential loss (including without limitation business interruption and loss of profits, business, goodwill, reputation, anticipated savings, information or data) whether arising out of breach of contract, tort (including negligence), breach of statutory duty or otherwise howsoever; and

1.2 The Company’s total liability in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising in connection with the performance or contemplated performance of these Conditions shall be limited to (a) refund of its charge for the relevant Advertisement or Sponsorship, or (in the Company's absolute discretion) (b) the free repeat publication of the relevant Advertisement or an appropriate corrective advertisement or a substitute sponsorship arrangement.

F FORCE MAJEUR

1.1 The Company shall not be liable for any failure to publish the Advertisement or hold an Event or perform any of its other obligations under these Conditions caused by circumstances beyond its reasonable control (including without limitation a labour dispute between a third party and its employees or an act of terrorism or military action).

G MISCELLANEOUS

1.1 Reference to an act or omission of the Buyer shall include any act or omission of any relevant director, employee or agent of the Buyer.

1.2 Reference to any Statute or Code of Practice shall be deemed to include reference to such Statute or Code as amended, updated, re-enacted or replaced from time to time, as well as any subsidiary legislation, regulations or statutory instruments enacted under any such Statute.

1.3 Nothing in these Conditions shall operate to limit or exclude any liability for fraud or death or personal injury caused by the negligence of the Company or any other person for whose actions the Company is responsible or for any other liability to the extent that such liability may not be excluded or limited as a matter of law.

1.4 The Buyer shall pay all monies which are payable by it to the Company without any right of set off, abatement, deduction, discount or withholding in respect of monies due from the Company or alleged to be due from the Company to the Buyer (or, if different, the Advertiser).

1.5 No person who is not a party to these Conditions has any right to enforce any term of these Conditions.

1.6 These Conditions shall be governed and construed in accordance with the US laws of and each party agrees to submit to the exclusive jurisdiction of the relevant court.

H INTERPRETATION

1.1 In these Conditions unless the context otherwise requires reference to the singular includes reference to the plural (and vice versa) reference to any gender includes reference to the other gender and the following capitalized expressions shall have the following respective meanings and all other capitalized expressions have the meaning ascribed to them elsewhere in these Conditions:-

“Advertisement(s)” shall include any loose or inserted advertisement, any advertisement attached to or distributed with a Publication (including free gifts), information supplied in connection with an advertisement, and advertisements in any form (including without limitation electronic readable form on the Web Site);

“Advertiser” shall mean the person advertising its products or services or making an announcement in the Advertisement;

“Archive” shall mean any database in which the Company retains for future reference or use by itself or others material (including Advertisements) which has been published in or with a Publication or the Web Site;

“Buyer” shall mean the person placing an order for Sponsorship of an event or the person placing an order for the insertion of an Advertisement with the Company, whether or not that person is the Sponsor or the Advertiser;

“Company” shall mean Cross Border (USA) Inc (EIN number 113-38-63150) located at 65 Broadway, Suite 605, New York, NY 10006

“Day(s)” shall mean any day except for a Saturday, Sunday or a day which is a public holiday in the United States;

“Financial Promotion” means any Advertisement that comprises or includes an invitation or inducement to engage in investment activity (as those terms are from time to time interpreted for the purposes of the FSMA);

“Publication” means each periodical printed publication published by the Company;

“Publication” means the relevant issue of a Publication or, as the context requires, the relevant period of publication on the Web Site;

“Rate Card” means the Company's current rate card in respect of a Publication or the Web Site including, without limitation, advertising rates and additional conditions concerning copy and cancellation dates, technical and stylistic specifications and any related information;

“Rights” means any copyright, extended or revived copyright, design right, registered design right, patent, performer’s property right, trade mark, database right, image right, moral right or any similar right exercisable in any part of the world;

“Sponsor” means the person sponsoring an event of any kind being run by the Company; and

“Web Site” means each and every web site owned or operated by the Company.