Adverstisement Terms and Conditions

The following standard terms and conditions apply to all customers who order advertising products and services from


    1. University Management Limited (the "Company") agrees to sell to the client, and the client agrees to purchase advertisement (the "Advertisement") as detailed and for a fee as indicated on the advertising purchase form (the "Purchase Order"). Company will place the advertisement of the client on the website indicated on the Purchase Order following the date of execution of this contract (or of the Additional Purchase Order(s) as provided for under section 2 hereunder). The Standard Terms and Conditions along with each Purchase Order or Additional Purchase Order(s) are separately being referred to as the "Contract". The client acknowledges that Company may, from time to time, change the feel and look of the website.

    1. The terms and conditions contained herein govern all advertising sold by Company. Additional advertisements may be purchased by the client by the issuance and acceptance of one or more additional Purchase Orders (the "Additional Purchase Orders"), and each such additional advertisement shall be governed by these Standard Terms and Conditions as if those terms and conditions were recited at length in the Additional Purchase Order(s).

    1. The Contract is for an initial term (the "Initial Term") as specified in the Purchase Orders beginning at the date of execution hereof and ending when Company or the client gives to the other a written notice at least three (3) months before the end of the Initial Term. Any such Initial Term, typically of twelve months, may be extended in length, but not shortened, from time to time, in accordance with section 1 of the Contract. In the event that the term is extended, the fee shall apply until the end of the revised term.

    1. Company is under no obligation to put the Advertisement online and may, at any time, choose not to put online or remove from its e-directories, the Advertisement for any reason whatsoever including editorial decisions or illegal or offensive content. In such event, the Contract shall be terminated and Company shall reimburse any amounts paid in advance by the client. Likewise, Company may, at its discretion, abbreviate, reduce in size, remove a link or otherwise modify the Advertisement.

    1. The client undertakes to pay, on time, without compensation, and notwithstanding any dispute related to the Advertisement or any claim the client may allegedly have against Company, the lump sum fee indicated on the Purchase Order, as the case may be. Payment shall be made in full upon receipt of Company's invoice. An interest rate of 2% per month compounded monthly applies to any amount unpaid one month following the receipt of Company's invoice. The client covenants that any security deposit shall be imputed to the last monthly payment or payments to be made according to the Contract.

    1. The lump sum fee indicated on the Purchase Order may be increased annually by Company in accordance with its standard practices. The client shall pay Company in accordance with such rates established by Company and of which notice will be given upon request. Company further reserves its right to create, amend or cancel any rebate program or promotional offer regarding its products.

    1. Company may terminate the Contract and refuse to upload the Advertisement upon the following events of default:
      1. upon notice to the client from Company if the client is in default of paying any amount owed to Company pursuant to the Contract or to any other agreement entered into with Company;
      2. upon notice to the client from Company upon the occurrence of the client's insolvency, dissolution, bankruptcy, assignment for the benefit of creditors or admission of its inability to pay its debts as they become due.
    2. In either events of default, the client will lose the benefit of the term and all sums owed to Company for the balance of the Initial Term of the Contract will immediately become due and payable. The client agrees to be responsible for the payment of expenses, including reasonable attorney fees and costs incurred by Company in connection with the recovery of any amounts due hereunder.

    1. The client agrees that the liability of Company under the Contract is limited as follows:
      1. the client agrees that Company shall in no circumstances be liable to the client for any interruption or delay in the ability of members of the public to access any Advertisement of the client on the Company website. The client hereby acknowledges that the limitation of liability contained in this paragraph is equitable and reasonable in the commercial context of the Contract and that Company would not have concluded the Contract without the client agreeing to limit its liability in the manner set forth herein.

    1. The client warrants that it is authorized to place the Advertisement. The client guarantees that the Advertisement does not violate any law and that it holds all permits or licences which may be necessary to place the Advertisement on the website. The client furthermore guarantees that it holds all the rights to use the trade marks or commercial names included in the Advertisement and that this use does not contravene any provision of any law or statute, including the Trade-Marks Act, the Copyright Act and any other law or statute relating to intellectual property. The client agrees to indemnify and hold Company harmless from and against any and all liabilities, damages, award, settlements, losses, claims and expenses, including reasonable attorney fees and costs of investigation due to
      1. any claim by a third party relating to the Advertisement, including infringement of any third party's intellectual property rights;
      2. claims for misleading advertising and claims related to client product warranties or performance; and
      3. any other actions of client which give rise to any other liability at law. Furthermore, when the Advertisement is created by the client or one of its representatives, the client acknowledges that Company shall not bear any liability with regards to the content, graphical norms or physical appearance of the Advertisement.

    1. The client hereby grants to Company a perpetual, nation-wide and free licence to use and reproduce in any manner whatsoever any intellectual property rights which it may own or for which it has a license for the purpose of being embodied in the Advertisement. Save and except the intellectual property rights herein subject to the license granted in favour of Company, when Company created the Advertisement, the client acknowledges that Company owns the intellectual property rights related to the Advertisement and undertakes not to reproduce it without Company prior written consent.

    1. The client is not authorized to use Company's name or any of its trademarks without the prior written consent of Company. Client will not make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials without the prior written consent of Company.

    1. Company may, from time to time, unilaterally modify the Contract if such modifications do not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment he is informed thereof. No amendment to this Contract by the client is effective unless approved in writing by Company.

    1. The client may not transfer or assign the Contract without Company's prior written consent. The client acknowledges that he remains liable for the obligations hereunder contained notwithstanding any sale, transfer, disconnect, assignment or winding-up of his business or assets including his telephone number or Advertisement, in whole or in part.

    1. The client shall, at his own cost and expense, be responsible for the use and compatibility of all equipment and software to access any Advertisement and shall be liable for all costs to troubleshoot difficulties related to same. Company shall not be responsible to the client if any changes to any such Advertisement cause equipment or hardware to become obsolete, require modification or attention or otherwise affect performance of same.

    1. This agreement shall be governed by and construed in accordance with Belize law and the parties hereto agree to submit to the non-exclusive jurisdiction of the Belize courts.

    1. When this Contract is entered into in the country of Belize, no action, whether based in contract, tort (including any action based on negligence), or otherwise arising out of this Contract may be brought by the client unless, within one (1) year after such cause of action arose, the client gave notice in writing to Company of his intention to bring such action.

    1. Each provision, or part thereof, of this Contract shall be severable from every other provision, or part thereof, of this Contract for the purpose of determining the legal enforceability of any specific provision.

    1. This Contract, together with any Purchase Order or Additional Purchase Orders, constitute the entire agreement between the parties pertaining to the subject matter of this Contract and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written of any of the parties in respect of the subject matter hereof. There are no conditions, representations, warranties or other agreements between the parties in connection with the subject matter of this Contract, whether oral or written, express or implied, statutory or otherwise, except as specifically set out in this Contract.