Terms and Conditions for Advertisers
WILEY RECRUITMENT SOLUTIONS ADVERTISING
TERMS AND CONDITIONS
1. In these terms and conditions:
(a) “Wiley” means the company within the John Wiley & Sons group that is providing the Advertising services as set out on the Booking Confirmation or invoice issued by the Wiley group entity or its authorised agent.
(b) “Advertising” means any recruitment advertisements placed online or requested by the Customer to be displayed in products owned or controlled by Wiley or any third-party partner of Wiley and includes advertising that appears electronically on any of Wiley’s websites, or any application or other digital format owned or controlled by Wiley or any (b) third-party partner of Wiley.
(c) “Career Center Website” means the interactive job site that allows Wiley to offer career job resources, job searching and application services to its end users developed and customized by Wiley, located at the URL https://www.exec-appointments.com/
(d) “Customer” means a person or entity who is placing an order for advertising with Wiley and includes an advertiser on whose behalf advertising is placed, and any media agency or company that may arrange advertising for its clients.
(e) “Booking Confirmation” means the email communication between Wiley and the Customer which sets out the details of the Advertising products and pricing and the Customer acceptance of these details and agreement to process the order.
(f) “Financial Times” means The Financial Times Ltd.
(g) “Insertion Order” or “Purchase Order” means an additional document provided by the Customer to confirm the details of the Advertising order.
(h) “Sponsored Content” means advertising material relating to recruitment or careers advice which resembles the Career Center Website's editorial content but which has not been created in whole or in part by Wiley or Financial Times, and which is paid for by a Customer and intended to promote the Customer's product.
(i) “Terms” means these terms and conditions.
2. In submitting Advertising to Wiley, the Customer grants Wiley a worldwide, royalty-free, irrevocable licence to publish, display and distribute the Advertising as set out in the Booking Confirmation as well as the right to sub-license all such rights to any third-party provider.
3. Wiley will, or will instruct its affiliates to, use commercially reasonable efforts to publish the Advertising in the format and in the position as set out in the Booking Confirmation, however all Advertising is subject to editorial approval and Wiley reserves the right to vary the placement of Advertising within an online site or digital product when necessary.
4. Wiley reserves the right at any time to refuse or withdraw from publication Advertising which is not in accordance with the specifications provided in the Booking Confirmation, these Terms or is otherwise inappropriate in Wiley’s sole and reasonable discretion. Notwithstanding the foregoing, Wiley has no obligation to review or approve Advertising copy (for compliance, appropriateness, or otherwise). Wiley may publish the Advertising with a heading ‘Advertising’ or in some other manner to distinguish the advertising material from editorial material. If and to the extent that the Advertising does not conform to Wiley’s then-effective production specifications, Wiley reserves the right to make technical modifications as necessary to conform to such specifications.
5. If Wiley is creating advertising copy on behalf of the Customer, Wiley will provide final copy for the Customer’s approval by email.
6. The Customer shall not represent to any third party that Financial Times or the Career Center Website in any way endorses Customer, the Advertising and/or the Customer’s products or services.
7. The Customer will provide an email confirmation, authorised Purchase Order or Insertion Order to Wiley for Advertising orders confirmed by phone or email. Advertising bookings cannot be reserved without receipt of the aforementioned documents except when placing orders through the online advertising portal available on all career centers. Orders for booking of Advertising must be received at least 7 business days in advance of the proposed first run date. Wiley cannot guarantee that orders received after this time will be fulfilled. Customer shall book Advertising on a monthly basis unless otherwise expressly set out in the Booking Confirmation. Publication dates specified in the rate cards may be subject to changes at the discretion of Wiley; new publication dates will be communicated to the Customer prior to publication, at point of order confirmation where possible.
8. Customer shall deliver and shall be solely responsible for providing to Wiley all of the text, pictures, graphics, sound, video, programming code and other media which comprise the graphic or html file that comprises the Advertising in conformance with Wiley’s delivery specifications.
9. Wiley makes no guarantees as to the number of visitors to any Wiley site or digital product or the number of impressions at any Wiley site or digital product, unless such guarantees are expressly made in writing by Wiley in the Booking Confirmation.
10. The Customer acknowledges that Advertising placed on career centers might be distributed across the Wiley Online Library and will be viewable by both subscribers and non-subscribers to Wiley Online Library.
11. In relation to Advertising to be included in email alerts to subscribers and other authorised users of Wiley’s or its partners’ products (“Email Alerts”), Wiley cannot guarantee the send date of any Email Alert advertising unless otherwise expressly agreed in the Booking Confirmation.
12. The sole remedy for any failure by Wiley to provide any Advertising, is that the Customer will be provided with a period of Advertising in an equivalent placement and for a set period of time as determined by Wiley. Wiley will not be responsible for any failures that are not caused by Wiley. Wiley cannot guarantee that such ‘make-up’ bookings can be made in the month following the initial Advertising period.
13. In submitting Advertising to Wiley, either directly via the online portal, via automated feed, via Wiley setup scrape for autopost products or via email the Customer warrants and represents that:
(a) publication of any Advertising (including any Advertising copy that is created by Wiley on behalf of the Customer which has been approved by Customer) in the manner set out in the Booking Confirmation will not breach or infringe any copyright, patent, trademark, trade secret or obligation of confidentiality or privacy, any law of defamation or obscenity, or any relevant law or regulation concerning advertising or promotions, including any medical advertising laws, industry codes or regulations;
(b) the Customer has the right to grant the licence to Wiley to use the Advertising as contemplated by these Terms;
(c) the Advertising is accurate, truthful and non-deceptive and does not violate any laws regarding false advertising;
(d) the Advertising and its content comply with all other applicable law, statute, standards, industry codes, ordinances, regulations, and other binding guidelines, including without limitation all applicable advertising regulations and laws and regulations governing export control;
the Advertising is not and does not contain content that is lewd, pornographic or obscene, profane, unlawful, harmful, harassing, threatening, infringing, violent, exploitative, hateful, offensive (including without limitation racially or ethnically offensive), defamatory, gambling-related, or promote any discriminatory activity, promote illegal drugs or arms trafficking, create a risk to a person's safety or health, compromise national security or interfere with an investigation by law enforcement officials or is offensive, misleading, deceptive or destructive, and does not promote, advocate or facilitate terrorism, terrorist-related activities or violence;
(e) do not resemble editorial content (except in the case of Sponsored Content, in which case the Customer (1) shall be fully responsible and liable for the Sponsored Content and will ensure that the Sponsored Content is accurate, not misleading and of a quality commensurate with the Exec Appointments brand; (2) will not include the Exec Appointments brand; and (3) will prominently include suitable statements making clear that it is sponsored content and that none of Financial Times’ editorial staff have been involved in producing the content);
(f) the Advertising complies with the Committee of Advertising Practice's British Code of Advertising, Sales Promotion and Direct Marketing and all other codes under the general supervision of the Advertising Standards Authority or any successor body;
(g) the Advertising is not on its face offensive or damaging to the reputation of Financial Times or the Career Center Website;
(h) the Advertising does not include any content that could be construed as any form of financial advice; and
(i) Advertising does not create, facilitate the creation of or exploit any security vulnerabilities in a user's computer, promote programs which compensate or provide incentives to users for clicking ads or offers, performing searches, surfing websites or reading emails or contain viruses, adware, malware, bit torrents, malicious code, trojan horses, worms, time bombs, cancelbots or viruses, or other harmful or deleterious programming routines whether similar or dissimilar to the foregoing; and
(j) Customer has obtained written consent to display the name or image of any living person in any Advertising.
14. The Customer acknowledges that in relation to Advertising, Wiley makes no representation or warranty (i) that any publication of any Advertising will be confined to persons resident in various countries (ii) of the exact number of page impressions that will be delivered, (iii) regarding the quality of reproduction of the Advertising; or (iv) as to the availability of any Advertising site or digital product.
15. In addition to the Terms, the following clauses of the standard terms and conditions of the Interactive Advertising Bureau for Media Buys of Less than One Year (“IAB Terms”) (link) will apply to all Advertising services, with Wiley being the ‘Media Company’ and Customer being the ‘Agency’ and ‘Advertiser’ (unless the Customer is a media agency booking advertising on behalf of a customer in which case it will be the Agency, with its customer being the Advertiser):
(a) Section II (Ad Placement and Positioning);
(b) Section IV (Reporting) (excluding clause IV(b))
(c) Section XII (Non-Disclosure, Data Usage and Ownership, Privacy and Laws’)
(d) Section XIII (Third Party Ad Serving and Tracking)
In the event of any inconsistencies between the IAB Terms and these Terms, these Term will prevail, to the extent of the inconsistency.
The price for the Advertising is set out in the Booking Confirmation. For offline orders an invoice will be sent by Wiley to the Customer following the launch of the digital Advertising. For orders placed directly by the Customer via the career center’s online portal, pricing is confirmed at the time of booking and payment will be processed by credit card. In some instances online invoicing might be available and when submitted the order will be processed immediately and an invoice will be sent by Wiley to the Customer.
Advertising including but not limited to job postings, autoposts, minisites and bulk posting packages will end on the expiration date and cannot be cancelled early.
16. If a Customer breaches these terms, fails to pay for Advertising, enters into bankruptcy or where it is a corporation or other legal entity, passes a resolution for administration, winding up or liquidation, has a receiver or manager appointed, or enters into an arrangement with its creditors other than in the ordinary course of business, or any other event occurs or proceeding is taken with respect to the Customer in any jurisdiction which has an effect equivalent or similar to any of the events mentioned, then Wiley may, in its sole discretion and without limitation:
(a) cancel any provision of credit to Customer;
(b) require cash pre-payment for further orders until all outstanding debt is paid in full or Wiley determines that the initial insolvency event has ceased to occur;
(c) cease publication of further Advertising or terminate an agreement for Advertising;
(d) withhold any discounts or rebates previously granted to the Customer; or
(e) exercise any other rights at law or equity.
17. Wiley will send invoices to the Customer at the address provided. Should a Purchase Order number be a prerequisite for payment of invoice, the Customer must supply this at the point of confirming the order. All delivery addresses must be accompanied by a contact name and telephone number, as well as a VAT number (relative to the country on the invoice address) or other business identifier or information as may be required by Wiley (eg. GST registration, W9 form) as notified by Wiley. Please note that Wiley is unable to accept any PO Box addresses.
18. Prices are shown exclusive of GST, VAT and other sales taxes, unless otherwise expressly indicated by Wiley in writing. Prices are also exclusive of all handling, packing, freight, shipping, customs duties, levies, import duties and insurance charges unless otherwise agreed in writing. Amounts received will be free from and clear of any other taxes imposed by any tax authority, such as withholding tax, and if, for some reason, such amounts are subject to any withholding tax or other relevant taxes, then the Customer is liable to pay such tax and Wiley will receive the full amount set out in the Booking Confirmation.
19. Customer shall pay all invoices in full and payment will be made within 30 days of the date of an invoice, unless otherwise agreed in writing between the Parties.
20. If the Customer fails to make any payment due to Wiley under this Agreement by the due date, then, without limiting Wiley's remedies, the Customer shall pay interest on the overdue amount at a rate which will be the lesser of: (i) 0.5% per month, such interest to accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement; or (ii) any relevant maximum statutory rate allowable in the jurisdiction where the Wiley entity is located, such interest to accrue in accordance with the relevant statutory provisions. Customer shall pay the interest together with the overdue amount.
21. Wiley excludes all implied conditions and warranties from these Terms, apart from any condition or warranty which cannot be excluded by the operation of law. Wiley limits its liability for any breach of any non-excludable condition or warranty, at Wiley’s option, to the resupply of the Advertising or the payment of the cost of the resupply. Subject to the foregoing, Wiley excludes all other liability to the Customer for any costs, expenses, losses and/or damages incurred in relation to any Advertising produced by Wiley, howsoever that liability arises. Wiley will not be liable for indirect or consequential losses, loss of profits, loss of revenue or loss of any business opportunity.
22. Customer will indemnify Wiley and its officers, employees, contractors and agents against any costs, expenses (including reasonable attorney’s fees), losses, damages and liability suffered or incurred by them arising from the Customer’s breach of these Terms and any negligent or unlawful act or omission of the Customer in connection with the Advertising.
23. Wiley will not be liable for any delay or failure to publish Advertising caused by a factor outside Wiley’s reasonable control (including, without limitation, war; civil disorder; strike; flood; fire; storm; accident; terrorism; governmental restriction; infectious disease; epidemic; pandemic; public health emergency; embargo; power, telecommunications or Internet failures; damage to or destruction of any network facilities; the enactment of any law, executive order, or judicial decree; or any other circumstance beyond Wiley’s control whether similar or dissimilar to the foregoing).
25. By submitting an order Advertising in the manner set out above, the Customer agrees to be bound by these Terms. In the event of any conflict, the order of precedence will be as follows: (i) these Terms, (ii) Booking Confirmation, (iii) Insertion Order or Purchase Order signed by both parties. Where general terms and conditions of business are proposed by the Customer, those will not have any application unless signed by Wiley.
26. All warranties and indemnities stated in these Terms will survive the termination of any arrangement or contract which is subject to these Terms.
27. The law of the corporate domicile of the Wiley entity which issues the Booking Confirmation and invoice to the Customer will govern these Terms, without regard to conflict of law rules. The parties agree to submit to the exclusive jurisdiction of the courts located in the corporate domicile of the aforesaid Wiley entity for the adjudication of all disputes arising in connection with these Terms.