1. PRELIMINARY PROVISIONS
The present General Terms and Conditions (hereinafter ‘GTC’) regulate the general terms and conditions of ordering and publishing commercial, social, political advertisements or advertisements, commercials or notices (hereinafter: Advertisement) for any other purposes appearing in any form (advertisement, sponsorship, product placement, etc.) on advertising surfaces in magazines issued by X-Meditor Ltd. (hereinafter: XMEDITOR), such as ‘Magyar Asztalos’, ‘Autótechnika’, ‘Woodo’ as well as ‘Széchenyi Alumni Magazin’, and their supplement pieces and other editions; furthermore of the websites ‘faipar.hu’, ‘autotechnika.hu’, ‘woodholz.eu’, ‘woodshop.hu’; moreover, of other legal issues that arise from the relationship between the XMEDITOR as the publisher of the advertisement and the Client ordering the advertisement (hereinafter: Client, together jointly as ‘Parties’).
While applying the provisions set forth herein, the advertiser and the advertising service provider shall be regarded as Client in accordance with the Act XLVIII of 2008 on Essential Conditions of and Certain Limitations to Business Advertising Activity.
2. PLACING AN ORDER
2.1. The official advertising charges of the issues and the online surfaces – regarding both the printed and the online advertising surfaces – are included in the ‘Media offer’ on the concerning website, (faipar.hu, autotechnika.hu, woodholz.eu, woodshop.hu) that form an inseparable part of this GTC.
2.2. A contract on advertisement publication shall only be conducted between the Parties with a written confirmation of the order. For the publication of the advertisement a valid contract is an essential condition. XMEDITOR accepts orders which are submitted in written format by using the order form – in a certified and identifiable way, in a postal letter, e-mail or telefax, or in an informal format covering the minimal content of the order (see: 2.3-6. points) – and sends a written confirmation upon its receipt. In the absence of a written contract, this GTC, the order and its confirmation shall represent the specific contract between the Client and XMEDITOR.
2.3. Upon ordering the advertisement the Client shall provide the XMEDITOR with the following data: exact name of the company or in case of other organization its authorized name, seat and/or permanent site (billing address), tax number, contact person for the order and his/her availabilities; in case of private entity, the name of the client, telephone number, e-mail address, postal address and – if it is required – for further identification his/her personal data. Where the order is placed by a business advertising agency, the order shall include the name of the Client (advertiser). The agency shall be liable for such indirect orders as its own order.
2.4. The Client shall make a written declaration concerning advertisements on those products which are subject to preliminary quality tests or conformity and compliance obligations, verifying that the tests have been accomplished, and based on their findings the products can be distributed. When the product is not subject to preliminary quality tests or conformity and compliance obligations, the declaration shall include that fact. In case of advertisements promoting gambling activities, the license for organizing gambling activities issued by the National Tax Authority shall be submitted as well. In the absence of the aforementioned documents XMEDITOR is not obliged to publish the advertisement.
2.5. In certain cases XMEDITOR – based on its own decision – may request the display of further documents to accept the order.
2.6. The parameters of the requested advertisement (format, dimensions, planned time for the publication, method of how and when to deliver the material, etc.) shall be declared in written format by the Client – while placing the order. The Client shall declare the method of payment. In certain cases XMEDITOR – based on its own decision – may request deposit to accept the order.
2.7. Where XMEDITOR accepts the order and the parameters of the advertisement it shall provide the Client with a written confirmation. If the publication of the advertisement at the planned time schedule is subject to any unforeseeable obstacles, XMEDITOR shall inform the Client without delay, and at the time of notification it shall offer a new publication time for the Client, that can be accepted – in the Client’s wisdom – or the order can be revoked without any legal consequences.
3. INFORMATION ON ORDER, DELIVERY OF THE MATERIAL
3.1. XMEDITOR shall publicise the advertisements on the basis of specific orders and their confirmation (advertising contracts). The specific contract shall come into force on the day of its confirmation under the terms and conditions set forth in the confirmation. By conducting a specific agreement the Client accepts this GTC, and acknowledges its content. The entire agreement between the Parties shall include the specific contract and this GTC.
3.2. The Media Offer – considered to be an inseparable part of this GTC – displayed at the concerning websites (faipar.hu, autotechnika.hu, woodholz.eu, woodshop.hu) shall include all the deadlines for ordering and material delivery, the format and method of delivery and other technical parameters – both for printed and online advertising surfaces.
3.3. In case of publications requesting special technical solutions, the deadlines for ordering and material delivery may be different from the ones set forth above, thus it shall be subject to a specific agreement.
3.4. In case of an order concerning a repeated publication – if the Client does not notify the XMEDITOR in written form until the deadline of the delivery that he/she wishes to have some modifications in the advertisement – XMEDITOR – unless otherwise specified – shall automatically publicise the latest version of the advertisement.
3.5. In case of late delivery of the material the publication is not guaranteed. When the advertisement does not appear due to late delivery, XMEDITOR, the publisher of the advertisement, shall not be obliged to take financial liability.
3.6. XMEDITOR shall take liabilities for any damages due to modifications after material delivery exclusively when it accepted the modifications and confirmed their implementation in written form. The Client shall bear all the additional costs arising from modifications after delivery, as it means amendment to the contract implicitly.
3.7. The Client shall be liable for any damages or problems that may arise from the low quality of the delivered original materials (graphs, graphics, emblems) or the shortage of them. Even in case of appropriate original materials, it may happen that after printing there is a slight difference in colour and tone, which shall not be considered faulty publication.
3.8. XMEDITOR shall store the Client’s press-ready material as well as the materials suitable for online publishing for six months after the last publication; subsequently XMEDITOR is entitled to destroy it without any further notice.
4. PUBLICATION OF THE ADVERTISEMENT
4.1. XMEDITOR reserves the rights not to publish advertisements which do not suit to its profile or which violate or avoid the governing regulations, or which are concerning, furthermore it shall have the right to decline the publication of advertisements, to its own wisdom, which by taking into consideration the layout of the advertisement and the used fonts may evoke a misleading feeling in the reader, that it would have been processed by its own editorial staff. In such cases, XMEDITOR shall withdraw from publishing of such an ordered and confirmed advertisement without compensation or penalty payment obligations or without any other payment obligations beyond the fee. The XMEDITOR shall not publish an advertisement with such content if the Client can verify that has already settled the fee. In that case XMEDITOR shall reimburse the Client by paying back the fee within 8 days.
4.2. The prohibitions and limitations on advertising set forth herein at 4.1. in particular, but not exclusively (Sect. 7 – 22. of the Act on Essential Conditions of and Certain Limitations to Business Advertising Activity): such advertising is prohibited that is violent, encourages conduct that endangers personal or public safety, encourages conduct that endangers the environment and nature, destroys the physical-, mental- and emotional development of children and minors, displays sexuality with gravely indecent candour, especially which explicitly depicts a sexual intercourse or genitals (pornographic advertisement), advertises sexual services, or such products which are made to trigger sexual stimuli. It is prohibited to advertise weapons, ammunition, explosives and other tools especially dangerous to public security; dangerous dogs determined by a specific provision, animal fights, moreover it is forbidden to advertise any utilisation of a human organ or tissue; to advertise abortion or any institutions conducting pregnancy terminations, or tools and practices in order to fulfil abortion; it is banned to advertise alcoholic beverages in accordance with the law, or to advertise tobacco products, in addition it is also forbidden to advertise activities popularizing gambling without the permission of the National Tax Authority.
Beyond the previously mentioned points it is also forbidden to publish medicaments which are available exclusively with prescription, as well as to publish advertisement in order to promote medical procedures and their popularization.
4.3. XMEDITOR reserves the rights to modify the confirmed placement of the advertisement – due to structural layout. XMEDITOR is obliged to inform the Client about the modification before the publication of the advertisement.
4.4. Guaranteed positioning, and fulfilment of further special requests cannot be guaranteed by XMEDITOR in every case. In such cases XMEDITOR shall charge only the basic fee of advertising that shall mean the amendment of the contract without any consequences.
4.5. XMEDITOR shall not take liabilities for the damages that shall be triggered due to the possible faults appearing in the advertisement, or for the damages due to the failure of publication; XMEDITOR shall be excluded from liabilities in respect of loss of profit, indirect or non-material damage.
4.6. When the Client requests the contribution of XMEDITOR to create the advertisement, the XMEDITOR shall be informed about it upon placing the order.
4.7. XMEDITOR shall be entitled to carry out corrections while handling the delivered materials for publication in accordance with the Hungarian grammar and spelling rules, however substantive text changes required for proper interpretation shall be conducted exclusively with the Client. Before publishing XMEDITOR shall only send an imprimatur to the Client if it is requested. The imprimatur sent for approval, but not confirmed until the concerning deadline shall be considered approved by XMEDITOR.
4.8. XMEDITOR shall present the ready-made material provided by the Client without any modification (print-ready graphics, online advertisement file).
4.9. XMEDITOR shall test the delivered materials for electronic advertisements before publishing. The technological and content based mistakes arising from the tests shall be corrected by the Client before publishing.
5.1. The advertising contract can be terminated by the Parties with mutual consent. Unless the Parties otherwise agree, the order can be terminated within the deadline defined herein without legal sanctions imposed on the Client:
− 8 work days before sending the material into the printing-house in case of publication in a monthly edition,
− 5 work days before the launch of the campaign in case of online publication.
5.2. Beyond the deadlines set forth above the Client shall not be entitled to exercise his/her right for waiver. In case of termination beyond the deadline the Client shall bear the liabilities to pay penalty, XMEDITOR shall be entitled to charge the Client with the confirmed price of advertising.
5.3. The date of waiver shall be considered the work day when the written notification on the waiver was received by XMEDITOR. In case it is a bank holiday, the concerning day is the first work day after the bank holiday.
5.4. Waiver shall be accepted only in writing (letter, telefax or e-mail), the acknowledgment of which shall be confirmed in any case by XMEDITOR in writing. Those waivers that XMEDITOR has not confirmed, or due to the lack of technical conditions XMEDITOR cannot confirm, has to be considered accepted, in this case the order shall remain valid, the damages resulting from default shall be borne by the Client.
6.1. Complaint can be made since the time of the publication of the advertisement, in case of online publication within 5 days since the launch of the campaign. XMEDITOR accepts complaints exclusively in written form. In case of defective performance primarily a new adequate publishing shall be provided, or – when due to the features of the advertisement, or owing to any other reason it is not possible – a discount shall be offered. Exclusively such printed or electronic publishing shall be regarded defective performance that differs from the original order of the Client in its form and/or content to such an extent that may lead to the failure of the objective of the advertisement. In case of performance based online order, the underperformance due to technical reasons, or lower audience figures of the medium shall not be regarded as the basis of the complaint, in that case XMEDITOR charges the performed quantity only.
6.2. When the defective performance or any other infringements of the contract cause damage to the Client, the liabilities of XMEDITOR for damages shall only be limited to the advertising fee of the advertisement concerned by infringement or defective performance.
7.1. XMEDITOR sends the Client the bill with reduction in accordance with the terms of the agreement, and attaches the printed or electronic key sample and the delivery certificate – containing the ordered advertisement – that provides the basis of invoice. Objection to the invoice shall be accepted by XMEDITOR within 3 calendar days upon issuing the invoice. The settlement of the invoice shall be due within 8 calendar days from the day of the issue.
7.2. In case of payment delays, when the Client fails to fulfil his/her obligations for payment according to the deadline defined by the demand for payment by XMEDITOR, XMEDITOR shall be entitled to suspend further publications of the advertisement – even in spite of confirmation – without any legal consequences and may reject the approval of any further orders. The Client is not entitled to receive any kind of reimbursement or compensation based on such cancelled advertisements.
7.3. In case of payment delays, unless the Parties otherwise specified, XMEDITOR shall be entitled to charge the interest rates defined by Art. 6:48 of Hungarian Civil Code, in case of an enterprise the interest rates defined by Art. 6:155 (1) of Hungarian Civil Code for the days in default, furthermore XMEDITOR shall validate its rights to claim flat-rate recovery costs set forth in Art. 6:155. (2) of Hungarian Civil Code.
8.1. The Client shall take full responsibility for the content of the advertisement and shall irrevocably take over all fines, damages and costs imposed on XMEDITOR, and on its employees by competent authorities or by any other third party deriving – on the basis of joint and several liabilities with the Client and the Advertising service provider – from the Client’s infringement of the governing law and the present contractual terms and conditions. The Client shall pay the imposed fine, claim and compensation on the due date, or if these costs have already been settled by XMEDITOR, and its employees the Client is obliged to reimburse the costs to them up to its total extent.
8.2. In accordance with the full liability described above the Client acknowledges that he/she shall be liable directly for any claim by the authority or by any authorized party instead of XMEDITOR, and its employees concerning the advertisement.
8.3. The Client shall guarantee that the application of the material of the advertisement the Client intends to use is not restricted/excluded by the rights of a third party; moreover the Client shall verify that he/she agreed with the rights holder of the works of art appearing in the advertisement that may be subject to copyright laws. XMEDITOR shall not be liable for any claims concerning this issue; the Client shall take full liability for any claims arising from such cases.
8.4. The Parties shall handle all the facts, pieces of information, data regarding the personality, personal data, financial situation, business activities, proprietary business relationship regarding the other Party – obtained during cooperation – as confidential information.
9. FINAL PROVISIONS
9.1. This GTC has been in effect from 4th January 2016.
9.2. XMEDITOR shall be entitled any time to amend this GTC unilaterally – including the official charges as well as the deadlines for ordering and material delivery, the format and method of delivery, and the Media offer containing other technical parameters – when the amendment does not affect the confirmed orders. XMEDITOR shall publish the new amended GTC 15 days before it comes into effect at the website xmeditor.hu.
9.3. The Parties may attempt to settle disputes amicably out of court, but if it is unsuccessful the Parties stipulate the exclusive jurisdiction of the court according to the seat of XMEDITOR.
9.4. This GTC and the respective official tariff chart of XMEDITOR shall be integrated and inseparable parts of all advertising contracts. When in a specific agreement the Parties diverge from this condition, the conditions shall be applied which are set forth in the specific agreement concerning the given legal relationship.
9.5. In case of legal issues not regulated by this GTC the following law shall be governing: Act V of 2013 on Civil Code, the Act XLVIII of 2008 on Essential Conditions of and Certain Limitations to Business Advertising Activity, the Act CIV of 2010 on the Freedom of Press and the Fundamental Rules of Media Court, the Act CLXXXV of 2010 on Media Services and Mass Communication, other legal provisions, furthermore the policy of the National Media and Infocommunications Authority and the provisions of the Hungarian Code of Advertising Ethics.