Standard Advertising Terms

Incorporation
Quotations
Booking Process
Rates and Payment
Conditions relating to Services
Advertising Material Lodgment
Warranties
Indemnity
Liability
Credit
General
Definitions

1. Incorporation

1.1 These terms (together with the applicable Cancellation Date and Advertising Material Lodgment Requirements) govern each supply of Services and, except as modified in accordance with clause 1.2, constitute the entire agreement in connection with each supply of Services. All other express or implied terms and conditions, including the terms and conditions of Client, are excluded to the extent permitted by law.

1.2 No variation to these terms, whether in a Booking or otherwise, binds ACP unless expressly and specifically agreed in writing by ACP and Client.

1.3 These terms supersede any terms and conditions that have previously governed any supply of Services and prevail to the extent of any inconsistency between a written or verbal quotation or Booking and these terms.

2. Quotations

2.1 Any written or verbal quotation provided by ACP to Client, whether in the form of a media kit or otherwise, is a mere invitation to treat and does not constitute a contractual offer. All such quotations lapse 30 days after issue, but ACP may vary or withdraw any such quotation at any time.

3. Booking Process

3.1 Client may, at any time, make a Booking. A Confirmation Advice may be issued with respect to the Booking.

3.2 Client may cancel all or part of a Booking without penalty if written notice is given to ACP's national advertising manager in writing before the Cancellation Date. Bookings accepted by ACP after the Cancellation Date may not be cancelled by Client without payment for the Booking in full.

3.3 If Client cancels all or part of a Booking after the Cancellation Date, ACP is entitled to payment in full for the Booking.

3.4 If ACP fails to issue a Confirmation Advice relating to a Booking but provides the Services requested in that Booking, these terms bind the Client as if a Confirmation Advice had been issued.

4. Rates and Payment

4.1 The applicable rate for any Booking is the rate specified in the Confirmation Advice (or, in the absence of a Confirmation Advice, in the rate card for the applicable Publication as of the date of the Booking). Client must pay the applicable rate for a Booking to ACP at the time of presentation of ACP's invoice for that Booking or on such later date as may be specified by ACP.

4.2 Production costs (including those associated with inserts and onserts) are also payable by Client at ACP's standard rates from time to time where production costs are incurred on behalf of Client.

4.3 All ACP rates or costs are exclusive of any applicable GST. ACP will issue a tax invoice to Client in relation to any supply that is subject to GST. The amount of GST payable by Client shall be calculated by multiplying the GST exclusive sum payable for Services by the rate of GST applicable at the time of the supply. The terms "GST", "supply" and "tax invoice" used in this clause shall have the same meaning as under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

4.4 Time of payment of invoices by Client is of the essence. Without prejudice to any other remedy, ACP may charge interest on any overdue payments at an annual rate equal to 2% per annum above the National Australia Bank Limited reference rate applicable to business loans under $100,000 as published from time to time (to accrue from day to day).

5. Conditions relating to Services

5.1 ACP may, in its absolute discretion, refuse to accept any Advertising Material and cancel or reschedule any Booking or refuse to provide any Services.

5.2 A Booking must not be resold or sub-licensed by Client or used other than for Advertising Material referred to in the applicable Confirmation Advice.

5.3 ACP makes no warranties in relation to proximity of Advertising Material in a Publication relative to Advertising Material relating to competing products or services.

5.4 Where, in connection with the provision of Services, ACP provides creative services  to Client, Client acknowledges that ACP does so as agent for Client and that Client is solely responsible for the products of such creative services, including their compliance with applicable laws, regulations and codes of conduct.

6. Advertising Material Lodgment

6.1 Client must lodge Advertising Material that complies with the Advertising Material Lodgment Requirements.

6.2 If Advertising Material is not lodged as required by ACP, ACP is entitled to payment for the Booking and may, at its election, use Advertising Material previously provided by Client or cancel the Booking.

6.3 ACP reserves the right to place the word "advertisement", "promotion" or similar wording within or adjacent to any Advertising Material which, in ACP's opinion, resembles editorial material.

6.4 No responsibility is taken by ACP for any Advertising Material or associated materials left uncollected after 3 months from the date of publication of the Advertising Material.

7. Warranties

7.1 Client warrants to ACP that Advertising Material lodged with ACP (whether or not ACP provided creative services in relation to that Advertising Material):

(a) complies with all laws, statutes, regulations, codes of practice and any standards applicable to publication of the Advertising Material and determined by any relevant regulatory agency or industry self-regulatory body;

(b) complies with any standard, guideline or requirement specified by ACP and notified to  Client from time to time;

(c) does not infringe copyright, trademark, obligations of confidentiality or other legal rights of any person;

(d) is not false or misleading and is true in substance and in fact;

(e) without limiting the above, does not infringe the Trade Practices Act 1974 (Cth) or the Fair Trading Act 1986 (NZ) or the Therapeutic Goods ACT 1989 (Cth), the Therapeutic Goods Regulations, the Therapeutic Goods Advertising Code operating in Australia or similar laws, regulations and codes operating in New Zealand; and

(f) does not contain anything which may give rise to any cause of action by a third party against ACP, including without limitation material which is defamatory or obscene or which otherwise causes injury or damage to any person.

7.2 Client warrants to ACP that Client is acting in its own right, as principal, and not as agent for, or otherwise on behalf of, any other party in relation to Client's dealings with ACP.

8. Indemnity

Client indemnifies ACP, its officers, employees, agents and affiliates (and their employees and agents) against any action, claim, loss, expense or cost, suffered or incurred, whether directly or indirectly, by ACP, its officers, employees, agents and affiliates (and their employees and agents) as a result of any breach by Client of these terms (including the warranties in clause 7) or otherwise (including in connection with recovering any amounts owed to ACP by Client) arising from publication of Advertising Material or cancellation of or failure to publish any Advertising Material or otherwise in connection with such advertising.

9. Liability

9.1 ACP (and its officers, employees, agents and affiliates) is not liable under these terms or otherwise in law for any indirect, special, economic or consequential loss or damage suffered or incurred by Client (or any other person) or loss of revenue, profit, goodwill, data or opportunity or loss of anticipated saving whether caused by negligence or otherwise and whether or not ACP was aware or should have been aware of the possibility of such damage.

9.2 To the extent permitted by law, all representations, conditions and warranties, whether based in statute, common law or otherwise, are excluded. Liability of ACP for any breach of a term or condition whether implied by law or otherwise is limited, at ACP's option, to the supply of the Service (or part thereof) again or the payment for the cost of having the Service (or part thereof) supplied again.

9.3 ACP is not liable for any delay or failure to perform the Services which is due to any act of God, revolution, unlawful act against public order or authority, breakdown of plant, industrial dispute, government or legal restraint or any event not within the reasonable control of ACP.

10. Credit

10.1 ACP may, at any time and in its absolute discretion, cancel, alter or suspend any credit terms (if applicable) when, in ACP's opinion, the financial condition of Client or the status of Client's account requires it and Client agrees to pay on demand all sums owing in connection with any credit facility in the event the credit facility is suspended or cancelled.

10.2 If ACP grants any credit facility to Client, Client agrees that a demand purporting to be signed on behalf of ACP identifying unpaid amounts is conclusive evidence that such amounts are payable and unpaid.

10.3 Client agrees that:

(a) each Booking it makes shall be deemed to include a representation that it is solvent and able to pay all of its debts as and when they fall due; and

(b) when any Booking is made, Client shall inform ACP of any facts which might reasonably affect any decision to accept the Booking and/or grant credit. Any failure to do so shall be deemed to create an inequality of bargaining position, the taking of an unfair advantage of ACP and to be unconscionable, misleading and deceptive.

11. General

11.1 These terms and any agreement between Client and ACP are governed by the laws of New South Wales and each party submits to the jurisdiction of courts exercising jurisdiction in that State.

11.2 These terms bind ACP and Client and their respective successors.

11.3 The invalidity or unenforceability of any provision of these terms does not affect the validity or enforceability of the remaining provisions.