Terms & Conditions

Form Of Advertisement

1. The Client must provide a copy of the Advertisement within 15 business days of signing this Agreement. For the purposes of this Agreement a “business day” means a day that is not a Saturday or Sunday, or a public holiday in the place where this Agreement is made.

2. If the Client does not provide a copy of the Advertisement in accordance with term 1 the Company will be entitled to produce the Advertisement in the manner and form it considers suitable.

3. The Company will provide the Client with a proof of the Advertisement prior to printing. If the Client does not amend or approve the Advertisement within the allotted time period described on the proof sheet then the Company will be entitled in its discretion to print the Advertisement in the form of the proof provided to the Client and will not be liable for any inconsistency between the Advertisement and the Client’s Artwork Instructions.

4. If the Company is unable to include the Advertisement on the Site the Client agrees that the Company may, in its reasonable discretion, include the Advertisement on a Site with similar geographical characteristics as the Site(s) specified in the Agreement.

5. The Client shall not receive any preferential position within/on the Site.

6. The Company reserves the right to:

(a) withhold, withdraw or refuse any Advertisement before final production of the Site; or

(b) change the shape, size and position of the Advertisement or the Site used to display the Advertisement.

Advertising Overlaps

7. The Company will use its reasonable endeavours to avoid situations where the Advertisement appears on the same Site as an advertisement by any of the Client’s competitors. The Client acknowledges and agrees that similar services may be advertised on a Site and that the Company will have no liability to the Client in respect of the advertising of such similar services.

Delay

8. The Advertisement may be one of a number of advertisements on the Site.
The Client acknowledges and agrees that there may be some delay in printing the Site while the Company sources other advertisers and resolves any design or layout issues, including receiving materials from the Site(s). Notwithstanding any other term of this Agreement the Client may terminate this Agreement by written notice if the Site has not been printed within 90 business days after the date of this Agreement. The Client’s right to terminate under this term 8 expires on the date that the Company notifies the Client that the Advertisement has been printed. On termination of this Agreement under this term 8 the Company will refund any payment received from the Client.

Reprints

9. The Company may issue multiple reprints throughout the two year period commencing on the first date that the Site is printed (the “Term”). If the Client wishes to amend the Advertisement then the Company may, in its sole discretion, amend this in any print run following notification.For the avoidance of doubt, the Company will not be required to amend an advertisement where this would affect the layout of the Site.

Contract Value

10. The cost of printing the Advertisement is amortised over the Term so the Client will not be entitled to terminate this Agreement part way through the Term.

11. As the Company will incur a significant up-front cost in formatting and printing the Site which will not be covered by the Deposit, payment by instalments is approved on the basis that all instalments will be paid on time. If payment of any sum payable under this Agreement is not made within fourteen days of the due date then:

(a) the balance of the Contract Value will become due and payable; and

(b) the Company will be entitled to withdraw the Advertisement from the Site until all outstanding amounts are paid.

12. If the Client fails to pay any amount due payable under this Agreement in accordance with the agreed payment terms:

(a) the Client shall be liable to the Company for all costs incurred in collection of unpaid amounts, including but not limited to legal fees and the costs of any debt recovery agency; and

(b) the Company may notify details of such non-payment to credit reporting bodies.

Sale of Client business

13. If the Client sells its business during the Term it must:

i. the identity of the transferee; and

ii the date of the change in ownership or control;

(b) require the proposed transferee to agree to the novation of the rights and obligations of the Client under this Agreement to the proposed transferee as a condition of the change in ownership or control; and

(c) do all things necessary to facilitate the novation of this Agreement to the proposed transferee or controlling entity.

Warranties

14. The Client hereby warrants that:

(a) it has and will continue to have, the right to use any business name, trademark or trade name which forms part of the Advertisement;

(b) the Advertisement does not contravene any State or Federal legislation and does not contain any material that is obscene, defamatory, false or misleading, or likely to deceive or mislead; and

Limitation of liability

15. To the extent permitted by law, all conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied by statute, custom or the common law are excluded from this Agreement. If a supply under this Agreement is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law, nothing contained in this Agreement excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law, provided that, to the extent that the Australian Consumer Law permits the Company to limit its liability, then the Company’s liability shall be limited to:

(a) in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and

(b) in the case of goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.

16. To the extent permitted by law the aggregate of the Company’s liability to the Client is limited to an amount not exceeding the Contract Value.

17. The Client indemnifies the Company and its current and former officers, employees, contractors, sub-contractors/consultants (including their respective employees and contractors) and agents against any and all claims by third parties (including legal fees) arising out of or in connection with:

(a) any breach of the Client’s warranties in term 14;(b) any failure by the Client to comply with applicable law;

i. any Advertisement submitted by the Client under term 1; or

ii. any Artwork Instruction submitted by the Client.

Severability

18. Any provision in this Agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

Variations and renewals

19. The Company may contact the Client during the Term to offer the Client the opportunity to extend or renew the Term or to vary the terms of this Agreement to enable the Client to advertise on other Sites.

20. Any amendment to or variation of this Agreement must be in writing signed by both parties.

Entire Agreement

21. This Agreement constitutes the entire Agreement between the parties in connection with its subject matter and supersedes all previous Agreements or understandings between the parties in connection with its subject matter.

Governing law and jurisdiction

22. This Agreement is governed by the laws of the state of Queensland and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland.