Publisher’s Advertising Terms and Conditions
These terms and conditions apply to all advertising (“Advertising”) submitted by the customer (“the Client”) or created by Grace Publishing Pty Ltd ABN 51 604546367 (“the Publisher”) for the Advertiser for inclusion on the Publisher’s advertising platforms (“Ad Platforms”).
- Publication of Advertising
- The terms and conditions, together with the specifications of the Advertising Proposal, Insertion Order and/or Media Booking, govern the supply of the Services and the Advertising placement by the Publisher for the Client, and except where otherwise mutually agreed between the parties in writing, constitutes the entire agreement in connection with the Services. All other terms whether expressed or implied, including the Client’s terms and conditions, are excluded to the maximum extent permitted by law.
- These terms and conditions supersedes any previous terms and conditions, and to the extent of any inconsistency with a verbal or written quote these terms and conditions prevail.
- Nothing set out in these terms and conditions or any verbal or written quote constitutes an offer to publish any Advertising. The Publisher reserves in its absolute discretion to refuse or withdraw from publication any Advertising at any stage, even if it published the same Advertising before.
- If the Client requests the Publisher to provide Services from the Publisher, then those Services must be set out in an Advertising Proposal or Insertion Order. The Client can accept the Advertising Proposal or Insertion Order by signing and returning the Advertising Proposal or Insertion Order to the Publisher. By the Client accepting the Advertising Proposal or Insertion Order the Client confirms the booking of the media as set out therein (“the Media Booking”).
- The Client warrants to the Publisher that it is acting as principal in relation to any Media Booking and not acting as an agent on behalf of a Client.
- Cancellation, Deadlines and Specifications
- The Client may cancel any or all parts of any Media Booking by providing at least 60 days notice in writing to the Publisher before the first publication date without penalty, subject to the payment of any creative services provided by the Publisher prior to the date of when the cancellation notice is received.
- If the Client cancels a Media Booking with less than 60 days notice in writing, then the Client will need to pay the full fees associated with the Media Booking and the booked Advertising will be deleted.
- Publisher imposes various deadlines and specifications which must be met by Client. Publisher is under no obligation in relation to material or information received after relevant deadlines or not in accordance with the relevant specifications.
- It is the Client’s responsibility to ascertain the relevant deadlines and specifications for the relevant publication as deadlines and specifications may be changed at any time by the Publisher.
- Variations to format and placements
- The Publisher reserves the right to vary the format or placement of any Advertising in or on its Ad Platforms, and will not be held liable in this regard, except as set out in these terms and conditions. If Publisher fails to publish the Advertising in accordance with Client’s requests, then subject to clause 7, Publisher’s liability will be limited to refunding the relevant position loadings paid.
- The Client must ensure that any Advertising is lodged and/or delivered in accordance with the requirements of the Publisher. If the Client fails to lodge or deliver the Advertising in accordance with the requirements of the Publisher, then the Publisher reserves the right to: (a) use previous Advertising from the Client as replacement Advertising; (b) extend the date for which the Advertising appears; or (c) cancel the Media Booking, and in all circumstances, the Client will pay the Publisher in full for the Media Booking.
- The Publisher reserves the right to use such as words as it deems necessary to ensure Advertising does not appear to be editorial.
- Publisher reserves the right to distribute inserts for more than one Client at any time.
- Advertising requirements and approvals
4.1 The Client warrants that all Advertising placed with the Publisher (even if created by the Publisher): (a) complies with all laws, codes, regulations, including but not limited to, the Competition and Consumer Act (Cth), the Privacy Act (Cth), the Corporations Act (Cth); (b) does not infringe any third party’s rights including copyright, trade mark; (c) is not defamatory or obscene, and (d) complies with all advertising codes, including but not limited to, ABAC or AANA Advertiser Code of Ethics.
4.2 The Client warrants that they have approval from any living person featured or named in the Advertising.
4.3 The Publisher will take reasonable care of the Advertising materials while it is in its control or custody, but will not be responsible for any loss or damage to any Advertising materials.
4.4 The Publisher may refuse to publish or distribute any Advertising without giving any reason (in which case, no charge to Client will be incurred).
4.5 The Client warrants it has obtained all required permits and authorities to conduct any competition or promotion advertised in the Advertising.
4.6 If the Publisher requests the Client to check the proofs of Advertising, the Client must check for errors and do so promptly. The Publisher does not accept any responsibility for any errors in the Advertising, which has been supplied by the Client, or approved by the Client.
4.7 The Client grants the Publisher a worldwide, royalty free, non-exclusive, irrevocable licence to publish the Advertising in any form and in any medium. The Client warrants it has the authority to grant this licence.
4.8 Publisher owns and retains all copyright and other intellectual property rights in relation to any Advertising produced by Publisher or any materials provided by Publisher for use in an Advertisement. Client obtains no rights in relation to those advertisements produced by Publisher or in relation to content from Publisher. This clause does not in any way derogate form Client’s obligations or liabilities in relation to such Advertising.
5.1 The Client must pre-pay for Advertising, if required by the Publisher, or within 30 days of the date of the invoice. The full amount must be paid even if the Publisher varied the format or placement of the Advertising, or if there is an error or omission in the Advertising (unless due to an error or omission caused by the Publisher).
5.2 If the Client fails to pay for the Advertising in accordance with this Agreement, the Publisher may at its discretion: (a) require pre-payment of cash for further Advertising; (b) charge interest on all overdue amounts at 2% above the National Australia Bank overdraft base rate; and (c) commence proceedings against the Client for any outstanding amounts.
5.3 Any dispute the Client has with an invoice must be raised with Publisher promptly and no later than 45 days after the invoice date. After that time, Clients will be deemed to have accepted that the full amount set out in the invoice is due and payable by Client.
5.4 Advertiser agrees to pay any GST liability arising in relation to the provision by Publisher of advertising services under these terms.
6.1 The Publisher may terminate any Agreement where:
(a) the Client commits a breach of any of the provisions of this Agreement and fails to remedy that breach within the time specified by the Publisher; or
(b) The Publisher considers Client becomes a credit risk; or
(c) Clients advertisements pose a reputational risk or other unacceptable risk for Publisher; or
(d) Publisher is no longer able to deliver the advertising services the subject of the Agreement
7.1 The Publisher excludes all implied conditions, warranties and guarantees from these terms and conditions, except where this is not permitted (“Non-excluded Conditions”), such as guarantees provided under the Competition and Consumer Act (Cth).
7.2 The Publisher limits its liability for breach of a Non-excluded Conditions (to the extent this is permitted), and for any error or omission in any Advertising caused by the Publisher, at the Publisher’s option to the resupply the of the Advertising or the payment for the costs of resupplying the Advertising.
7.3 To the maximum permitted by law, and subject to clauses 7.1 and 7.2, the Publisher excludes all other liability for any costs, losses, expenses and damages incurred by the Client in connection with these terms and conditions or any Advertising published by the Publisher, where in contract, tort (including negligence) or under Statute. The Client agrees that the Publisher shall not be liable in any circumstances for any indirect, special, economic or consequential loss or damage suffered by the Client or any other entity including without limitation loss of income, profits, business, goodwill or data, or loss of anticipated savings.
7.4 The Client indemnifies the Publisher and its officers, employees, contractors and agents (“the Indemnified”) against any costs, losses, expenses and damages incurred by those Indemnified in connection with the Client’s breach of these terms and conditions and any unlawful act or negligent act or omission of the Client in relation to the Advertising.
7.5 The Publisher is not liable for any delay or failure to perform any Services that is due to an act of God, revolution, unlawful act against public order or authority, industrial dispute, government or legal restraint, power failure or any other event not within the control of the Publisher.
7.6 This clause 7 survives the termination of this Agreement.
8.1 Relationship: The relationship between the parties is that of independent contractors and nothing in this Agreement will be construed as giving rise to the relationship of principal and agent, trustee and beneficiary, joint venturers or partnership.
8.2 Assignment: A party may not assign its rights under this Agreement without the consent of the other party, other than as provided for under this Agreement.
8.3 Entire Agreement: This Agreement constitutes the entire agreement of the parties about its subject matter and any previous agreements, understandings and negotiations on that subject matter cease to have any effect.
8.4 Waiver: A provision in or right created under this Agreement may not be waived except in writing signed by the party granting the waiver.
8.5 Variation: This Agreement may not be varied or amended unless in writing and signed by the parties.
8.6 Survival: Each indemnity in this Agreement is a continuing obligation and survives termination of this Agreement.
8.7 Severability: Any term of this Agreement which is fully or partly void or unenforceable is severed to the extent that it is void or unenforceable, and the remainder of this Agreement continues in force.
8.8 Further Assurances: Each party will sign all documents and do everything reasonably required to give effect to any of the transactions contemplated by this Agreement.
8.9 Notices: All notices must be sent in writing to the address on this Agreement or the address last notified by the intended recipient to the sender and delivered or sent by post or fax to that address. A notice is taken to be received if hand delivered, on delivery, if sent by post, 3 Business Days after the date of posting, and if sent by fax, when the sender’s fax system generates a message confirming successful transmission. If delivery, receipt or transmission is not a Business Day or after 5pm on a Business Day, the notice is taken to be received at 9am the next Business Day.
8.10 Governing Law: This Agreement and the transactions contemplated by this Agreement are governed by the law in force, in New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the Courts of New South Wales for determining any dispute concerning this Agreement or the transactions contemplated by this Agreement.
9.1 In these terms and conditions, unless the context otherwise requires:
- “Ad Platforms” means the various websites, mobile sites and any other locations where the Publisher provides space for advertising and promotional materials;
- “Advertising” means advertising and promotional material provided to the Publisher by or on behalf of the Client or created by the Publisher in course of providing creative services to the Client;
- “Advertising Proposal” means a notice from the Publisher to the Client providing details of a proposed Media Booking and setting out the Services that may be supplied by the Publisher in connection with a Media Booking;
- “Media Booking” means an agreement, such as an Advertising Sales Insertion Order or Schedule, setting out how Advertising is to published by the Publisher on behalf of a Client; and
- “Services” means the provision to the Client by or on behalf of the Publisher of advertising opportunities.